þ
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QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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o
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Delaware
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52-2336218
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(State
or other jurisdiction of incorporation or
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(I.R.S.
Employer Identification Number)
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organization)
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Large
accelerated filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company o
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|||
(Do
not check if a smaller
reporting
company)
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Page
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||
PART I. FINANCIAL
INFORMATION
|
3
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|
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||
Item 1. Financial
Statements
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3
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|
Consolidated Balance Sheets
(unaudited)
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3
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Consolidated Statements of
Operations (unaudited)
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4
|
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Consolidated Statements of Cash
Flows (unaudited)
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5
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Notes to Consolidated Financial
Statements (unaudited)
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6
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Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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14
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Item 3. Quantitative and
Qualitative Disclosures About Market Risk
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27
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Item 4. Controls and
Procedures
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28
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|
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PART II. OTHER
INFORMATION
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28
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|
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Item 1. Legal
Proceedings
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28
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Item 1A. Risk
Factors
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29
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Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds
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29
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Item 6.
Exhibits
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30
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|
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Signature
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30
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EX-31.1:
CERTIFICATION
|
||
EX-31.2:
CERTIFICATION
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||
EX-32.1:
CERTIFICATION
|
|
June 30,
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December 31,
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|||||||
2010
|
2009
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|||||||
(In thousands, except share
|
||||||||
and per share amounts)
|
||||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
and cash equivalents
|
$
|
166,961
|
$
|
197,509
|
||||
Investments
— short-term
|
26
|
1,484
|
||||||
Accounts
receivable, net of allowances of $2,487 and $2,677 as of June 30, 2010 and
December 31, 2009, respectively
|
23,013
|
17,478
|
||||||
Prepaid
expenses and other current assets
|
16,341
|
9,620
|
||||||
Total
current assets
|
206,341
|
226,091
|
||||||
Investments
— long-term
|
4,005
|
3,971
|
||||||
Property
and equipment, net
|
20,228
|
13,514
|
||||||
Software
and website developments costs, net
|
25,764
|
21,158
|
||||||
Intangible
assets, net
|
32,489
|
41,604
|
||||||
Goodwill
|
134,581
|
134,747
|
||||||
Deferred
tax assets — long-term
|
33,016
|
29,699
|
||||||
Other
long-term assets
|
13,848
|
1,543
|
||||||
Total
assets
|
$
|
470,272
|
$
|
472,327
|
||||
Current
liabilities
|
||||||||
Accounts
payable
|
$
|
3,241
|
$
|
3,919
|
||||
Accrued
compensation and benefits
|
8,867
|
11,717
|
||||||
Accrued
liabilities — other
|
11,879
|
11,324
|
||||||
Deferred
revenues
|
4,978
|
4,992
|
||||||
Due
to acquirees
|
—
|
1,820
|
||||||
Capital
leases payable
|
468
|
425
|
||||||
Total
current liabilities
|
29,433
|
34,197
|
||||||
Capital
leases payable — long-term
|
268
|
281
|
||||||
Deferred
tax liabilities — long-term
|
11,358
|
11,083
|
||||||
Deferred
revenues — long-term
|
3,666
|
3,299
|
||||||
Other
liabilities — long-term
|
2,475
|
2,581
|
||||||
Total
liabilities
|
47,200
|
51,441
|
||||||
Commitments and
contingencies (Note 12)
|
||||||||
Stockholders’
equity
|
||||||||
Preferred
stock, $0.01 par value: 10,000,000 shares authorized and no shares issued
and outstanding as of June 30, 2010 and December 31,
2009
|
—
|
—
|
||||||
Common
stock, $0.01 par value: 175,000,000 shares authorized; 43,429,244 shares
issued and 40,365,805 shares outstanding as of June 30, 2010; and
175,000,000 shares authorized; 43,469,945 shares issued and 40,430,330
shares outstanding as of December 31, 2009
|
434
|
435
|
||||||
Treasury
stock, at cost, 3,072,439 shares and 3,039,615 shares as of June 30, 2010
and December 31, 2009, respectively
|
(51,035
|
)
|
(50,440
|
)
|
||||
Additional
paid-in capital
|
455,411
|
448,816
|
||||||
Accumulated
other comprehensive income
|
4,906
|
6,151
|
||||||
Retained
earnings
|
13,356
|
15,924
|
||||||
Total
stockholders’ equity
|
423,072
|
420,886
|
||||||
Total
liabilities and stockholders’ equity
|
$
|
470,272
|
$
|
472,327
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
(In thousands, except share and
|
(In thousands, except share and
|
|||||||||||||||
per share amounts)
|
per share amounts)
|
|||||||||||||||
Revenue:
|
||||||||||||||||
Net
revenue
|
$ | 61,907 | $ | 57,870 | $ | 118,692 | $ | 113,570 | ||||||||
Operating
expenses:
|
||||||||||||||||
Cost
of revenue (1)
|
31,265 | 28,852 | 61,982 | 57,973 | ||||||||||||
Product
development (1)
|
3,339 | 3,514 | 6,937 | 7,646 | ||||||||||||
Selling,
general and administrative (1)
|
27,260 | 25,280 | 54,668 | 57,598 | ||||||||||||
Total
operating expenses
|
61,864 | 57,646 | 123,587 | 123,217 | ||||||||||||
Income
(loss) from operations
|
43 | 224 | (4,895 | ) | (9,647 | ) | ||||||||||
Interest
income
|
123 | 341 | 249 | 743 | ||||||||||||
Interest
expense
|
(60 |
)
|
(76 | ) | (119 | ) | (126 | ) | ||||||||
Other
income
|
276 | 2 | 900 | 52 | ||||||||||||
Realized
gain on securities
|
— | 930 | 582 | 1,393 | ||||||||||||
Income
(loss) before (provision) benefit for income taxes
|
382 | 1,421 | (3,283 | ) | (7,585 | ) | ||||||||||
(Provision)
benefit for income taxes, net
|
(499 |
)
|
766 | 715 | 4,147 | |||||||||||
Net
(loss) income
|
$ | (117 |
)
|
$ | 2,187 | $ | (2,568 | ) | $ | (3,438 | ) | |||||
Basic
net (loss) income per share applicable to common
stockholders
|
$ | (0.00 | ) | $ | 0.05 | $ | (0.06 | ) | $ | (0.09 | ) | |||||
Diluted
net (loss) income per share applicable to common
stockholders
|
$ | (0.00 |
)
|
$ | 0.05 | $ | (0.06 | ) | $ | (0.09 | ) | |||||
Weighted
average common stock outstanding (basic)
|
40,271,983 | 39,499,313 | 40,182,567 | 39,298,637 | ||||||||||||
Weighted
average common stock outstanding (diluted)
|
40,271,983 | 40,458,174 | 40,182,567 | 39,298,637 |
(1)
|
Stock-based
compensation expense recorded for the three and six months ended June 30,
2010 and 2009 was classified as
follows:
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009 (2)
|
|||||||||||||
Cost
of revenue
|
$ | 438 | $ | 634 | $ | 841 | $ | 1,247 | ||||||||
Product
development
|
156 | 199 | 307 | 408 | ||||||||||||
Selling,
general and administrative
|
2,493 | 2,573 | 4,681 | 9,157 |
(2)
|
Included
in stock-based compensation expense for the six months ended June 30, 2009
was $3.9 million of stock-based compensation expense related to the
realignment of our workforce and business on January 5, 2009, which was
primarily allocated to selling, general and administrative
expenses.
|
Six Months Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
(In
thousands)
|
||||||||
Operating
Activities:
|
||||||||
Net
loss
|
$
|
(2,568
|
)
|
$
|
(3,438
|
)
|
||
Adjustments
to reconcile net loss to net cash (used in) provided by operating
activities:
|
||||||||
Depreciation
and amortization
|
18,304
|
17,888
|
||||||
Deferred
tax benefit
|
(3,942
|
)
|
(3,675
|
)
|
||||
Stock-based
compensation expense
|
5,829
|
10,812
|
|
|||||
Provision
for doubtful accounts and sales credits
|
2,807
|
4,749
|
||||||
Gain
on sale of property and equipment
|
—
|
(167
|
)
|
|||||
Amortization
of bond premium
|
—
|
56
|
||||||
Amortization
of deferred interest
|
68
|
70
|
||||||
Deferred
compensation
|
—
|
150
|
||||||
Stock-based
compensation windfall tax benefit
|
(894
|
)
|
(1,508
|
)
|
||||
Realized
gain on securities
|
(582
|
)
|
(1,393
|
)
|
||||
Changes
in operating assets and liabilities, net of effects of
acquisitions:
|
||||||||
Accounts
receivable
|
(8,316
|
)
|
(5,850
|
)
|
||||
Prepaid
expenses and other current assets
|
(3,783
|
)
|
(3,858
|
)
|
||||
Accounts
payable and accrued expenses
|
(8,232
|
)
|
4,761
|
|||||
Deferred
revenue
|
(9
|
)
|
250
|
|||||
Other
liabilities — long-term
|
290
|
(55
|
)
|
|||||
Deferred
rent
|
(24
|
)
|
79
|
|||||
Other
assets — long-term
|
(12,307
|
)
|
(228
|
)
|
||||
Net
cash (used in) provided by operating activities
|
(13,359
|
)
|
18,643
|
|||||
Investing
Activities:
|
||||||||
Capital
expenditures
|
(9,852
|
)
|
(3,239
|
)
|
||||
Restricted
cash
|
—
|
114
|
||||||
Sale
of investments
|
1,419
|
44,569
|
||||||
Capitalized
software and website development costs
|
(6,435
|
)
|
(6,327
|
)
|
||||
Proceeds
from sale of property and equipment
|
—
|
78
|
||||||
Payment
for acquisition of businesses and intangible assets, net of acquired
cash
|
(3,028
|
)
|
(34,621
|
)
|
||||
Net
cash (used in) provided by investing activities
|
(17,896
|
)
|
574
|
|||||
Financing
Activities:
|
||||||||
Principal
payments on capital lease obligations
|
(260
|
)
|
(184
|
)
|
||||
Proceeds
from the exercise of employee stock options
|
396
|
1,641
|
||||||
Proceeds
from employee stock purchase plan
|
413
|
525
|
||||||
Purchase
of treasury stock
|
(595
|
)
|
(334
|
)
|
||||
Principal
payments on notes payable
|
—
|
(423
|
)
|
|||||
Stock-based
compensation windfall tax benefit
|
894
|
1,508
|
||||||
Net
cash provided by financing activities
|
848
|
2,733
|
||||||
Net
(decrease) increase in cash and cash equivalents
|
(30,407
|
)
|
21,950
|
|||||
Effect
of exchange rate changes on cash and cash equivalents
|
(141
|
)
|
848
|
|||||
Cash
and cash equivalents, beginning of period
|
197,509
|
155,456
|
||||||
Cash
and cash equivalents, end of period
|
$
|
166,961
|
$
|
178,254
|
||||
Supplemental
Disclosure:
|
||||||||
Cash
paid for:
|
||||||||
Income
taxes
|
$
|
3,954
|
$
|
3,087
|
||||
Interest
|
33
|
29
|
||||||
Non-cash
investing and financing activities:
|
||||||||
Accrued
capitalized hardware, software and fixed assets
|
2,977
|
1,413
|
||||||
Assets
acquired under capital leases
|
289
|
—
|
||||||
Capitalized
stock-based compensation
|
34
|
—
|
||||||
Asset
sale through note receivable
|
—
|
500
|
||||||
Deferred
compensation reversal to equity
|
—
|
150
|
||||||
|
•
|
Level 1 – Quoted prices
(unadjusted) in active markets that are accessible at the measurement
date for assets or liabilities. The fair value hierarchy gives the highest
priority to Level 1
inputs.
|
|
•
|
Level 2 – Observable prices that
are based on inputs not quoted on active markets, but corroborated by
market data.
|
|
•
|
Level 3 – Unobservable inputs are
used when little or no market data is available. The fair value hierarchy
gives the lowest priority to Level 3
inputs.
|
As of June 30, 2010
|
Quoted Prices in
Active Markets
(Level 1)
|
Significant Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
June 30, 2010
|
||||||||||||
Cash
equivalents (1)
|
$
|
137,725
|
$
|
—
|
$
|
—
|
$
|
137,725
|
||||||||
Short-term
investments (3)
|
26
|
—
|
—
|
26
|
||||||||||||
Long-term
investments (4)
|
—
|
—
|
4,005
|
4,005
|
||||||||||||
Total
|
$
|
137,751
|
$
|
—
|
$
|
4,005
|
$
|
141,756
|
As of December 31, 2009
|
Quoted Prices in
Active Markets
(Level 1)
|
Significant Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
December 31,
2009
|
||||||||||||
Cash
equivalents (1) (2)
|
$
|
163,615
|
$
|
—
|
$
|
—
|
$
|
163,615
|
||||||||
Short-term
investments (3)
|
1,484
|
—
|
—
|
1,484
|
||||||||||||
Long-term
investments (4)
|
—
|
—
|
3,971
|
3,971
|
||||||||||||
Total
|
$
|
165,099
|
$
|
—
|
$
|
3,971
|
$
|
169,070
|
(1)
|
Cash equivalents consist
primarily of money market funds with original maturity dates of three
months or less, for which we determine fair value through quoted market
prices.
|
(2)
|
In our Quarterly Report on Form
10-Q for the three months ended March 31, 2010, Level 1 cash equivalents
of approximately $163.6 million as of December 31, 2009 was revised from
$127.6 million as previously disclosed in the fair value measurement
footnote in our Annual Report on Form 10-K for the year ended
December 31, 2009 filed with the SEC on February 24, 2010 to reflect
the inclusion of a money market account held at December 31, 2009 that was
incorrectly omitted from our original footnote disclosure. Amounts
classified as cash and cash equivalents on our audited balance sheet at
December 31, 2009 were correctly
stated.
|
(3)
|
As of June 30, 2010 and December
31, 2009, Level 1 short-term investments include investments in
tax-advantaged preferred securities, for which we determined fair value
based on the quoted market prices of the underlying securities. During the
six months ended June 30, 2010, we sold a portion of our Level 1
investments in tax-advantaged preferred securities for approximately $1.4
million and recorded a gain in the statement of operations of
approximately $0.6
million.
|
(4)
|
Level 3
long-term investments as of both June 30, 2010 and December 31, 2009
include a $1.6 million, or 0.3% of total assets, auction rate security
(ARS) invested in a tax-exempt state government obligation that was valued
at par. Our intent is not to hold the ARS invested in tax-exempt state
government obligations to maturity, but rather to use the interest reset
feature to provide liquidity. However, should the marketplace auctions
continue to fail we may hold the security to maturity. We have classified
this as long-term due to the maturity date of the security being September
2011, coupled with ongoing failed auctions in the
marketplace.
|
|
Level 3
long-term investments also include a tax-advantaged preferred stock
of a financial institution with a fair value of $2.5 million and $2.4
million, or 0.5% of total assets, as of June 30, 2010 and December 31,
2009, respectively. It is uncertain whether we will be able to liquidate
these securities within the next twelve months; as such we have classified
them as long-term on our consolidated balance sheets. Due to the lack of
observable market quotes we utilized valuation models that rely
exclusively on Level 3 inputs including those that are based on expected
cash flow streams, including assessments of counterparty credit quality,
default risk underlying the security, discount rates and overall capital
market liquidity.
|
Balance
as of January 1, 2009
|
$
|
1,550
|
||
Reclassification
from Level 2 investments to Level 3 investments (5)
|
1,360
|
|||
Realized
gain on securities included in the statement of operations
(5)
|
716
|
|||
Unrealized
gain on securities recorded in other comprehensive income
(5)
|
345
|
|||
Balance
as of December 31, 2009
|
3,971
|
|||
Unrealized
gain on securities recorded in other comprehensive income
(5)
|
34
|
|||
Balance
as of June 30, 2010
|
$
|
4,005
|
(5)
|
Level
2 investments in certain tax-advantaged preferred stock trusts held as of
January 1, 2009 dissolved and the underlying preferred stock investments
were distributed during 2009. As a result of these dissolutions, we
measured the fair value of the Level 3 long-term tax-advantaged preferred
stock on the distribution date and determined that the value increased
from $1.4 million as of December 31, 2008 to $2.1 million on the
distribution date and as a result we recorded a realized gain in the
statement of operations of $0.7 million. Subsequent to the trust
dissolution, we re-measured the fair value on December 31, 2009 and June
30, 2010 and determined that the value had increased and recorded a gain
in other comprehensive income of $0.4 million and approximately $34,000,
respectively. The total value of the tax-advantaged preferred stock of a
financial institution included in the $4.0 million of Level 3 long-term
investments as of December 31, 2009 and June 30, 2010 is approximately
$2.4 million and $2.5 million,
respectively.
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Numerator:
|
||||||||||||||||
Net
(loss) income
|
$
|
(117
|
)
|
$
|
2,187
|
$
|
(2,568
|
)
|
$
|
(3,438
|
)
|
|||||
Net
income allocated to participating securities under two-class
method
|
—
|
(33 | ) |
—
|
—
|
|||||||||||
Net
(loss) income applicable to common stockholders
|
(117
|
) |
2,154
|
(2,568
|
) |
(3,438
|
) | |||||||||
Denominator:
|
||||||||||||||||
Weighted
average common stock outstanding (basic)
|
40,271,983
|
39,499,313
|
40,182,567
|
39,298,637
|
||||||||||||
Common
equivalent shares from options to purchase common stock and restricted
common stock units
|
—
|
958,861
|
—
|
—
|
||||||||||||
Weighted
average common stock outstanding (diluted)
|
40,271,983
|
40,458,174
|
40,182,567
|
39,298,637
|
||||||||||||
Basic
net (loss) income per share applicable to common
stockholders
|
$
|
(0.00
|
)
|
$
|
0.05
|
$
|
(0.06
|
)
|
$
|
(0.09
|
)
|
|||||
Diluted
net (loss) income per share applicable to common
stockholders
|
$
|
(0.00
|
)
|
$
|
0.05
|
$
|
(0.06
|
)
|
$
|
(0.09
|
)
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Stock
options
|
5,051,340
|
2,905,849
|
4,829,268
|
4,883,287
|
||||||||||||
Restricted
stock units
|
829,041
|
8,816
|
747,810
|
577,781
|
||||||||||||
Performance
stock units
|
80,513
|
—
|
50,710
|
—
|
||||||||||||
Total
antidilutive awards
|
5,960,894
|
2,914,665
|
5,627,788
|
5,461,068
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Net
(loss) income
|
$
|
(117
|
)
|
$
|
2,187
|
$
|
(2,568
|
)
|
$
|
(3,438
|
)
|
|||||
Foreign
currency translation adjustments
|
(2,069
|
)
|
3,856
|
(659
|
)
|
2,541
|
||||||||||
Unrealized
(loss) gain on available for sale securities
|
(12
|
)
|
667
|
3
|
585
|
|||||||||||
Reversal
of unrealized (gain) loss on available for sale securities
|
—
|
142
|
(589
|
)
|
(15
|
)
|
||||||||||
Total
comprehensive (loss) income
|
$
|
(2,198
|
)
|
$
|
6,852
|
$
|
(3,813
|
)
|
$
|
(327
|
)
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009 (2)
|
|||||||||||||
Stock
options
|
$
|
1,552
|
$
|
1,858
|
$
|
3,025
|
$
|
7,250
|
||||||||
Restricted
common stock
|
548
|
1,080
|
1,114
|
2,684
|
||||||||||||
Restricted
stock units
|
808
|
468
|
1,473
|
878
|
||||||||||||
Performance
stock units (1)
|
179
|
—
|
217
|
—
|
||||||||||||
Total
stock-based compensation expense
|
$
|
3,087
|
$
|
3,406
|
$
|
5,829
|
$
|
10,812
|
(1)
|
Expense
relates to 129,860 performance stock units (PSU’s) granted on March 9,
2010 to certain executives officers. The actual number of PSU’s to be
delivered is subject to adjustment ranging from 0% (threshold) to 137.5%
(maximum) based solely upon the achievement of certain performance targets
and other vesting conditions. Each individual’s award was allocated 50% to
achieving adjusted net income (ANI) targets for the year ended December
31, 2010 (ANI Performance Award) and 50% to the total shareholder return
(TSR) of our common stock as compared to other companies in the NASDAQ
Internet Index in the aggregate for the fiscal years 2010, 2011, and 2012
(TSR Award). The awards will be earned based upon our achievement of ANI
and TSR targets, but will not vest unless the grantee remains continuously
employed in active service until January 31, 2013. In addition, the PSU’s
are subject to forfeiture if the company’s performance goals are not
achieved. The awards are subject to acceleration in full if an executive
is terminated without cause, or resigns for good reason within twelve
months of a change in control. We have valued the ANI Performance Award
and the TSR Award using the Black-Scholes and Monte Carlo valuation
pricing models, respectively. The total fair value of the ANI Performance
Award, based on the number of awards expected to vest, was $0.9 million,
which we began expensing during the first quarter of 2010 as it was deemed
probable that we will achieve a portion of the ANI targets for 2010. The
total fair value of the TSR Award was $1.1 million, which is expensed on a
straight-line basis from the date of grant over the applicable service
period. As long as the service condition is satisfied, the expense is not
reversed, even in the event the TSR Award targets are not achieved. The
expense recorded for PSU’s includes expense related to the ANI Performance
Award and the TSR Award for the three and six months ended June 30, 2010
as follows (in thousands):
|
Three Months Ended
|
Six Months Ended
|
|||||||
June 30, 2010
|
June 30, 2010
|
|||||||
ANI
Performance Award
|
$ | 82 | $ | 95 | ||||
TSR
Award
|
97 | 122 | ||||||
Total
|
$ | 179 | $ | 217 |
(2)
|
Included
in stock-based compensation expense for the six months ended June 30, 2009
was $3.9 million of stock-based compensation expense related to the
realignment of our workforce and business on January 5,
2009.
|
Estimated
|
||||||||||||
Useful Life
|
June 30,
|
December 31,
|
||||||||||
(Years)
|
2010
|
2009
|
||||||||||
Computer
equipment
|
3 –
5
|
$
|
32,477
|
$
|
22,662
|
|||||||
Office
equipment
|
5
|
3,746
|
3,550
|
|||||||||
Furniture
and fixtures
|
5
|
3,388
|
3,343
|
|||||||||
Leasehold
improvements
|
3-11
|
3,266
|
3,188
|
|||||||||
Total
property and equipment, gross
|
42,877
|
32,743
|
||||||||||
Less:
Accumulated depreciation and amortization
|
(22,649
|
)
|
(19,229
|
)
|
||||||||
Total
property and equipment, net
|
$
|
20,228
|
$
|
13,514
|
June 30, 2010
|
December 31, 2009
|
|||||||||||||||||||
Gross
|
Gross
|
Amortization
|
||||||||||||||||||
Book
|
Accumulated
|
Book
|
Accumulated
|
Period
|
||||||||||||||||
Value
|
Amortization
|
Value
|
Amortization
|
(Years)
|
||||||||||||||||
Customer
contracts
|
$
|
36,038
|
$
|
(24,732
|
)
|
$
|
40,352
|
$
|
(24,769
|
)
|
2-7
|
|||||||||
Database
|
13,292
|
(11,446
|
)
|
13,825
|
(10,945
|
)
|
3-6
|
|||||||||||||
Trade
names
|
10,595
|
(5,596
|
)
|
12,510
|
(6,924
|
)
|
2-10
|
|||||||||||||
Technology
|
27,517
|
(13,886
|
)
|
27,170
|
(11,110
|
)
|
1-5
|
|||||||||||||
Non-compete
agreement
|
2,389
|
(1,682
|
)
|
6,585
|
(5,090
|
)
|
2-5
|
|||||||||||||
|
||||||||||||||||||||
Total
|
$
|
89,831
|
$
|
(57,342
|
)
|
$
|
100,442
|
$
|
(58,838
|
)
|
Remainder
2010
|
$
|
9,290
|
||
2011
|
10,895
|
|||
2012
|
5,792
|
|||
2013
|
3,735
|
|||
2014
|
1,839
|
|||
2015
|
938
|
|||
Total
|
$
|
32,489
|
Balance
as of January 1, 2010
|
$
|
134,747
|
||
Impact
of change in Canadian dollar exchange rate
|
(325
|
)
|
||
Other
|
159
|
|||
Balance
as of June 30, 2010
|
$
|
134,581
|
June
30,
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
Customer
deposits
|
2,356
|
2,357
|
||||||
Computer
equipment
|
1,979
|
21
|
||||||
Revenue
share
|
1,591
|
1,284
|
||||||
Professional
fees
|
1,575
|
2,280
|
||||||
Software
licenses
|
793
|
1,325
|
||||||
Sales
taxes
|
917
|
883
|
||||||
Other
|
2,668
|
3,174
|
||||||
Total
accrued liabilities - other
|
$
|
11,879
|
$
|
11,324
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Transaction
services revenue
|
$ | 26,851 | $ | 24,645 | $ | 49,721 | $ | 48,686 | ||||||||
Subscription
services revenue
|
30,341 | 29,028 | 60,069 | 56,971 | ||||||||||||
Other
|
4,715 | 4,197 | 8,902 | 7,913 | ||||||||||||
Total
net revenue
|
$ | 61,907 | $ | 57,870 | $ | 118,692 | $ | 113,570 |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Non-GAAP
Financial Measures and Other Business Statistics:
|
||||||||||||||||
Adjusted
EBITDA (Non-GAAP) (1)
|
$ | 9,800 | $ | 9,424 | $ | 14,742 | $ | 15,501 | ||||||||
Adjusted
net income (Non-GAAP) (1)
|
$ | 5,252 | $ | 5,365 | $ | 7,303 | $ | 8,848 | ||||||||
Capital
expenditures, software and website development costs
|
$ | 12,668 | $ | 5,819 | $ | 19,588 | $ | 11,053 | ||||||||
Active
dealers in our network as of end of the period (2)
|
17,343 | 18,047 | 17,343 | 18,047 | ||||||||||||
Active
lenders in our network as of end of period (3)
|
891 | 755 | 891 | 755 | ||||||||||||
Active
lender to dealer relationships (4)
|
137,919 | 123,885 | 137,919 | 123,885 | ||||||||||||
Subscribing
dealers in our network as of end of the period (5)
|
13,468 | 14,115 | 13,468 | 14,115 | ||||||||||||
Transactions
processed (6)
|
12,239 | 13,157 | 24,080 | 27,484 | ||||||||||||
Average
transaction price (7)
|
$ | 2.19 | $ | 1.87 | $ | 2.09 | $ | 1.78 | ||||||||
Average
monthly subscription revenue per subscribing dealership (8)
|
$ | 749 | $ | 686 | $ | 734 | $ | 673 |
(1)
|
Adjusted EBITDA is a non-GAAP
financial measure that represents GAAP net (loss) income excluding
interest, taxes, depreciation and amortization expenses, contra-revenue and may exclude certain items
such as: impairment charges, restructuring charges, acquisition-related
earn-out compensation expense and professional service fees, and realized
gains or (losses) on securities. Adjusted net income is a non-GAAP
financial measure that represents GAAP net (loss) income excluding
stock-based compensation expense, amortization of acquired identifiable
intangibles, contra-revenue and may also exclude certain items, such as:
impairment charges, restructuring charges, acquisition-related earn-out
compensation expense and professional service fees, and realized gains or
(losses) on securities. These adjustments, which are shown before taxes,
are adjusted for their tax impact. Adjusted EBITDA and adjusted net income
are presented because management believes they provide additional
information with respect to the performance of our fundamental business
activities and is also frequently used by securities analysts, investors
and other interested parties in the evaluation of comparable companies. We
rely on adjusted EBITDA and adjusted net income as a primary measure to
review and assess the operating performance of our company and management
team in connection with our executive compensation plan incentive
payments.
|
•
|
Adjusted EBITDA and adjusted net
income do not reflect our cash expenditures or future requirements for
capital expenditures or contractual
commitments;
|
•
|
Adjusted EBITDA and adjusted net
income do not reflect changes in, or cash requirements for, our working
capital needs;
|
•
|
Although depreciation and
amortization are non-cash charges, the assets being depreciated and
amortized will often have to be replaced in the future, and adjusted
EBITDA and adjusted net income do not reflect any cash requirements for
such replacements;
|
•
|
Non-cash
compensation is and will remain a key element of our overall long-term
incentive compensation package, although we exclude it as an expense when
evaluating our ongoing performance for a particular
period;
|
•
|
Adjusted
EBITDA and adjusted net income do not reflect the impact of certain
charges or gains resulting from matters we consider not to be indicative
of our ongoing operations; and
|
•
|
Other companies may calculate
adjusted EBITDA and adjusted net income differently than we do, limiting
its usefulness as a comparative
measure.
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
GAAP
net (loss) income
|
$
|
(117
|
)
|
$
|
2,187
|
$
|
(2,568
|
)
|
$
|
(3,438
|
)
|
|||||
Interest
income
|
(123
|
)
|
(341
|
)
|
(249
|
)
|
(743
|
)
|
||||||||
Interest
expense
|
60
|
76
|
119
|
126
|
||||||||||||
Provision
(benefit) for income taxes
|
499
|
(766
|
)
|
(715
|
)
|
(4,147
|
)
|
|||||||||
Depreciation
of property and equipment and amortization of capitalized software and
website costs
|
4,135
|
4,023
|
8,141
|
7,466
|
||||||||||||
Amortization
of acquired identifiable intangibles
|
4,929
|
5,136
|
10,163
|
10,422
|
||||||||||||
EBITDA
(Non-GAAP)
|
9,383
|
10,315
|
14,891
|
9,686
|
||||||||||||
Adjustments:
|
||||||||||||||||
Restructuring
costs (including amounts related to stock-based
compensation)
|
—
|
(22
|
)
|
—
|
6,709
|
|||||||||||
Acquisition
related professional fees
|
221
|
61
|
237
|
499
|
||||||||||||
Contra-revenue
|
196
|
—
|
196
|
—
|
||||||||||||
Realized
gain on securities
|
—
|
(930
|
)
|
(582
|
)
|
(1,393
|
)
|
|||||||||
Adjusted
EBITDA (Non-GAAP)
|
$
|
9, 800
|
$
|
9,424
|
$
|
14,742
|
$
|
15,501
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
GAAP
net (loss) income
|
$
|
(117
|
)
|
$
|
2,187
|
$
|
(2,568
|
)
|
$
|
(3,438
|
)
|
|||||
Adjustments:
|
||||||||||||||||
Amortization
of acquired identifiable intangibles
|
4,929
|
5,136
|
10,163
|
10,422
|
||||||||||||
Restructuring
costs (including amounts related to stock based
compensation)
|
—
|
(22
|
)
|
—
|
6,709
|
|||||||||||
Acquisition
related professional fees
|
221
|
61
|
237
|
499
|
||||||||||||
Contra-revenue
|
196
|
—
|
196
|
—
|
||||||||||||
Realized
gain on securities (non-taxable)
|
—
|
(930
|
)
|
(582
|
)
|
(1,393
|
)
|
|||||||||
Amended
state tax returns – benefits (non-taxable)
|
—
|
(1,070
|
)
|
—
|
(1,070
|
)
|
||||||||||
Stock-based
compensation (excluding restructuring costs)
|
3,087
|
3,413
|
5,829
|
6,928
|
||||||||||||
Tax
impact of adjustments (9)
|
(3,064
|
)
|
(3,410
|
)
|
(5,972
|
)
|
(9,809
|
)
|
||||||||
Adjusted
net income (Non-GAAP)
|
$
|
5,252
|
$
|
5,365
|
$
|
7,303
|
$
|
8,848
|
(2)
|
We consider a dealer to be active
as of a date if the dealer completed at least one revenue-generating
credit application processing transaction using the DealerTrack U.S.
network during the most recently ended calendar
month.
|
(3)
|
We consider a lender to be active
in the DealerTrack network as of a date if it is accepting credit
application data electronically from U.S. dealers in the DealerTrack
network.
|
(4)
|
Each
lender to dealer relationship represents a pair between an active U.S.
lender and an active U.S. dealer.
|
(5)
|
Represents
the number of dealerships with one or more active subscriptions on the
DealerTrack or DealerTrack Canada networks at the end of a given
period.
|
(6)
|
Represents revenue-generating
transactions processed in the DealerTrack, DealerTrack Digital Services
and DealerTrack Canada networks at the end of a given
period.
|
(7)
|
Represents
the average revenue earned per transaction processed in the DealerTrack,
DealerTrack Digital Services and DealerTrack Canada networks during a
given period. Revenue used in the calculation adds back
contra-revenue.
|
(8)
|
Represents
net subscription revenue divided by average subscribing dealers for a
given period in the DealerTrack and DealerTrack Canada
networks.
|
(9)
|
The
tax impact of adjustments for the three and six months ended June 30, 2010
are based on a U.S. effective tax rate of 36.7% applied to taxable
adjustments other than amortization of acquired identifiable intangibles
and stock-based compensation expense, which are based on a blended
effective tax rate of 36.2% and 36.6%, respectively. The tax impact of
adjustments for the three and six months ended June 30, 2009 are based on
a U.S. effective tax rate of 40.6% applied to taxable adjustments other
than amortization of acquired identifiable intangibles and stock based
compensation expense, which are based on a blended effective tax rate of
39.1% and 40.6%, respectively.
|
•
|
Level 1 – Quoted prices
(unadjusted) in active markets that are accessible at the measurement
date for assets or liabilities. The fair value hierarchy gives the highest
priority to Level 1 inputs.
|
•
|
Level 2 – Observable prices that
are based on inputs not quoted on active markets, but corroborated by
market data.
|
•
|
Level 3 – Unobservable inputs are
used when little or no market data is available. The fair value hierarchy
gives the lowest priority to Level 3
inputs.
|
As of June 30,
2010
|
Quoted Prices in
Active Markets
(Level 1) |
Significant Other
Observable
Inputs (Level 2)
|
Significant
Unobservable
Inputs (Level 3)
|
June 30, 2010
|
||||||||||||
Cash
equivalents (1)
|
$
|
137,725
|
$
|
—
|
$
|
—
|
$
|
137,725
|
||||||||
Short-term
investments (3)
|
26
|
—
|
—
|
26
|
||||||||||||
Long-term
investments (4)
|
—
|
—
|
4,005
|
4,005
|
||||||||||||
Total
|
$
|
137,751
|
$
|
—
|
$
|
4,005
|
$
|
141,756
|
As of December 31,
2009
|
Quoted Prices in
Active Markets (Level 1) |
Significant Other
Observable
Inputs (Level 2)
|
Significant
Unobservable
Inputs (Level 3)
|
December 31,
2009 |
||||||||||||
Cash
equivalents (1) (2)
|
$
|
163,615
|
$
|
—
|
$
|
—
|
$
|
163,615
|
||||||||
Short-term
investments (3)
|
1,484
|
—
|
—
|
1,484
|
||||||||||||
Long-term
investments (4)
|
—
|
—
|
3,971
|
3,971
|
||||||||||||
Total
|
$
|
165,099
|
$
|
—
|
$
|
3,971
|
$
|
169,070
|
(1)
|
Cash equivalents consist
primarily of money market funds with original maturity dates of three
months or less, for which we determine fair value through quoted market
prices.
|
(2)
|
In
our Quarterly Report on Form 10-Q for the three months ended March 31,
2010, Level 1 cash equivalents of approximately $163.6 million as of
December 31, 2009 was revised from $127.6 million as previously disclosed
in the fair value measurement footnote in our Annual Report on Form 10-K
for the year ended December 31, 2009 filed with the SEC on February
24, 2010 to reflect the inclusion of a money market account held at
December 31, 2009 that was incorrectly omitted from our original
disclosure. Amounts classified as cash and cash equivalents on our audited
balance sheet at December 31, 2009 were correctly
stated.
|
(3)
|
As of June 30, 2010 and December
31, 2009, Level 1 short-term investments include investments in
tax-advantaged preferred securities, for which we determined fair value
based on the quoted market prices of the underlying securities. During the
six months ended June 30, 2010, we sold a portion of our Level 1
investments in tax-advantaged preferred securities for approximately $1.4
million and recorded a gain in the statement of operations of
approximately $0.6 million.
|
(4)
|
Level 3
long-term investments as of both June 30, 2010 and December 31, 2009
include a $1.6 million, or 0.3% of total assets, auction rate security
(ARS) invested in a tax-exempt state government obligation that was valued
at par. Our intent is not to hold the ARS invested in tax-exempt state
government obligations to maturity, but rather to use the interest reset
feature to provide liquidity. However, should the marketplace auctions
continue to fail we may hold the security to maturity. We have classified
this as long-term due to the maturity date of the security being September
2011, coupled with ongoing failed auctions in the
marketplace.
|
Balance
as of January 1, 2009
|
$
|
1,550
|
||
Reclassification
from Level 2 investments to Level 3 investments (5)
|
1,360
|
|||
Realized
gain on securities included in the statement of operations
(5)
|
716
|
|||
Unrealized
gain on securities recorded in other comprehensive income
(5)
|
345
|
|||
Balance
as of December 31, 2009
|
3,971
|
|||
Unrealized
gain on securities recorded in other comprehensive income
(5)
|
34
|
|||
Balance
as of June 30, 2010
|
$
|
4,005
|
(5)
|
Level
2 investments in certain tax-advantaged preferred stock trusts held as of
January 1, 2009 dissolved and the underlying preferred stock investments
were distributed during 2009. As a result of these dissolutions, we
measured the fair value of the Level 3 long-term tax-advantaged preferred
stock on the distribution date and determined that the value increased
from $1.4 million as of December 31, 2008 to $2.1 million on the
distribution date and as a result we recorded a realized gain in the
statement of operations of $0.7 million. Subsequent to the trust
dissolution, we re-measured the fair value on December 31, 2009 and June
30, 2010 and determined that the value had increased and recorded a gain
in other comprehensive income of $0.4 million and approximately $34,000,
respectively. The total value of the tax-advantaged preferred
stock of a financial institution included in the $4.0 million of Level 3
long-term investments as of December 31, 2009 and June 30, 2010 is
approximately $2.4 million and $2.5 million,
respectively.
|
Three Months June 30,
|
Six Months June 30,
|
|||||||||||||||||||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||||||||||||||||||
$ Amount
|
% of Net
Revenue |
$ Amount
|
% of Net
Revenue
|
$ Amount
|
% of Net
Revenue
|
$ Amount
|
% of Net
Revenue
|
|||||||||||||||||||||||||
(In
thousands, except percentages)
|
(In
thousands, except percentages)
|
|||||||||||||||||||||||||||||||
Consolidated
Statements of Operations Data:
|
|
|
|
|
||||||||||||||||||||||||||||
Net
revenue
|
$ | 61,907 | 100.0 | % | $ | 57,870 | 100.0 | % | $ | 118,692 | 100.0 | % | $ | 113,570 | 100.0 | % | ||||||||||||||||
Operating
expenses:
|
||||||||||||||||||||||||||||||||
Cost
of revenue
|
31,265 | 50.5 | 28,852 | 49.9 | 61,982 | 52.2 | 57,973 | 51.0 | ||||||||||||||||||||||||
Product
development
|
3,339 | 5.4 | 3,514 | 6.1 | 6,937 | 5.8 | 7,646 | 6.7 | ||||||||||||||||||||||||
Selling,
general and administrative
|
27,260 | 44.0 | 25,280 | 43.6 | 54,668 | 46.1 | 57,598 | 50.8 | ||||||||||||||||||||||||
Total
operating expenses
|
61,864 | 99.9 | 57,646 | 99.6 | 123,587 | 104.1 | 123,217 | 108.5 | ||||||||||||||||||||||||
Income
(loss) from operations
|
43 | 0.1 | 224 | 0.4 | (4,895 | ) | (4.1 | ) | (9,647 | ) | (8.5 | ) | ||||||||||||||||||||
Interest
income
|
123 | 0.2 | 341 | 0.6 | 249 | 0.2 | 743 | 0.7 | ||||||||||||||||||||||||
Interest
expense
|
(60 | ) | (0.1 | ) | (76 | ) | (0.1 | ) | (119 | ) | (0.1 | ) | (126 | ) | (0.1 | ) | ||||||||||||||||
Other
income
|
276 | 0.4 | 2 | — | 900 | 0.7 | 52 | — | ||||||||||||||||||||||||
Realized
gain on securities
|
— | — | 930 | 1.6 | 582 | 0.5 | 1,393 | 1.2 | ||||||||||||||||||||||||
Income
(loss) before (provision) benefit for income taxes
|
382 | 0.6 | 1,421 | 2.5 | (3,283 | ) | (2.8 | ) | (7,585 | ) | (6.7 | ) | ||||||||||||||||||||
(Provision)
benefit for income taxes, net
|
(499 | ) | (0.8 | ) | 766 | 1.3 | 715 | 0.6 | 4,147 | 3.7 | ||||||||||||||||||||||
Net
(loss) income
|
$ | (117 | ) | (0.2 | )% | $ | 2,187 | 3.8 | % | $ | (2,568 | ) | (2.2 | )% | $ | (3,438 | ) | (3.0 | )% |
Three Months Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Transaction
services revenue
|
$
|
26,851
|
$
|
24,645
|
||||
Subscription
services revenue
|
30,341
|
29,028
|
||||||
Other
|
4,715
|
4,197
|
||||||
Total
net revenue
|
$
|
61,907
|
$
|
57,870
|
Three Months Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
(In
thousands)
|
||||||||
Cost
of revenue
|
$
|
31,265
|
$
|
28,852
|
||||
Product
development
|
3,339
|
3,514
|
||||||
Selling,
general and administrative
|
27,260
|
25,280
|
||||||
Total
operating expenses
|
$
|
61,864
|
$
|
57,646
|
Three Months Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Interest
income
|
$
|
123
|
$
|
341
|
Three Months Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Other
income
|
$
|
276
|
$
|
2
|
Three Months Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Realized
gain on securities
|
$
|
—
|
$
|
930
|
Three Months Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
(Provision)
benefit for income taxes, net
|
$
|
(499
|
)
|
$
|
766
|
Six Months Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Transaction
services revenue
|
$
|
49,721
|
$
|
48,686
|
||||
Subscription
services revenue
|
60,069
|
56,971
|
||||||
Other
|
8,902
|
7,913
|
||||||
Total
net revenue
|
$
|
118,692
|
$
|
113,570
|
Six Months Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Cost
of revenue
|
$
|
61,982
|
$
|
57,973
|
||||
Product
development
|
6,937
|
7,646
|
||||||
Selling,
general and administrative
|
54,668
|
57,598
|
||||||
Total
cost of revenue and operating expenses
|
$
|
123,587
|
$
|
123,217
|
Six Months Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Interest
income
|
$
|
249
|
$
|
743
|
Six Months Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Other
income
|
$
|
900
|
$
|
52
|
Six Months Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Realized
gain on securities
|
$
|
582
|
$
|
1,393
|
Six Months Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Benefit
for income taxes, net
|
$
|
715
|
$
|
4,147
|
Six Months Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
Net
cash (used in) provided by operating activities
|
$
|
(13,359
|
)
|
$
|
18,643
|
|||
Net
cash (used in) provided by investing activities
|
$
|
(17,896
|
)
|
$
|
574
|
|||
Net
cash provided by financing activities
|
$
|
848
|
$
|
2,733
|
Total
|
Maximum
|
|||||||||||||||
Number of
|
Number
|
|||||||||||||||
Shares
|
of Shares
|
|||||||||||||||
Purchased
|
That
|
|||||||||||||||
Total
|
Average
|
as Part of
|
May Yet be
|
|||||||||||||
Number
|
Price
|
Publicly
|
Purchased
|
|||||||||||||
of Shares
|
Paid per
|
Announced
|
Under the
|
|||||||||||||
Period
|
Purchased
|
Share
|
Program
|
Program
|
||||||||||||
April
2010
|
—
|
$
|
—
|
n/a
|
n/a
|
|||||||||||
May
2010
|
318
|
$
|
15.88
|
n/a
|
n/a
|
|||||||||||
June
2010
|
—
|
$
|
—
|
n/a
|
n/a
|
|||||||||||
Total
|
318
|
Exhibit
|
||
Number
|
Description
of Document
|
|
31.1
|
Certification
of Mark F. O’Neil, Chairman, President and Chief Executive Officer,
pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Eric D. Jacobs, Senior Vice President, Chief Financial and
Administrative Officer, pursuant to Rule 13a-14(a)and 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
32.1
|
Certifications
of Mark F. O’Neil, Chairman, President and Chief Executive Officer, and
Eric D. Jacobs, Senior Vice President, Chief Financial and Administrative
Officer, pursuant to 18 U.S.C Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|
DealerTrack
Holdings, Inc.
(Registrant)
|
||
Date:
August 5,
2010
|
/s/
Eric D. Jacobs
|
|
Eric
D. Jacobs
|
||
Senior
Vice President, Chief Financial and
Administrative Officer (Duly
Authorized Officer and Principal
Financial
Officer) |
Exhibit
|
||
Number
|
Description
of Document
|
|
31.1
|
Certification
of Mark F. O’Neil, Chairman, President and Chief Executive Officer,
pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Eric D. Jacobs, Senior Vice President, Chief Financial and
Administrative Officer, pursuant to Rule 13a-14(a)and 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
32.1
|
Certifications
of Mark F. O’Neil, Chairman, President and Chief Executive Officer, and
Eric D. Jacobs, Senior Vice President, Chief Financial and Administrative
Officer, pursuant to 18 U.S.C Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|