Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 30, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'BLUCORA, INC. | ' |
Entity Central Index Key | '0001068875 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Trading Symbol | 'BCOR | ' |
Entity Common Stock, Shares Outstanding | ' | 41,002,763 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $60,194 | $130,225 |
Available-for-sale investments | 220,200 | 203,480 |
Accounts receivable, net of allowance of $62 and $62 | 31,806 | 48,081 |
Other receivables | 4,143 | 8,292 |
Inventories | 27,759 | 28,826 |
Prepaid expenses and other current assets, net | 8,967 | 9,774 |
Total current assets | 353,069 | 428,678 |
Property and equipment, net | 16,347 | 16,108 |
Goodwill | 364,054 | 348,957 |
Other intangible assets, net | 180,330 | 178,064 |
Other long-term assets | 5,274 | 6,223 |
Total assets | 919,074 | 978,030 |
Current liabilities: | ' | ' |
Accounts payable | 42,886 | 61,268 |
Accrued expenses and other current liabilities | 18,699 | 31,109 |
Deferred revenue | 6,945 | 7,510 |
Short-term portion of long-term debt, net | 7,917 | 7,903 |
Convertible senior notes, net | 0 | 181,583 |
Total current liabilities | 76,447 | 289,373 |
Long-term liabilities: | ' | ' |
Long-term debt, net | 55,261 | 113,193 |
Convertible senior notes, net | 184,254 | 0 |
Deferred tax liability, net | 41,341 | 56,861 |
Deferred revenue | 2,331 | 1,814 |
Other long-term liabilities | 2,610 | 2,719 |
Total long-term liabilities | 285,797 | 174,587 |
Total liabilities | 362,244 | 463,960 |
Commitments and contingencies (Note 7) | ' | ' |
Stockholders’ equity: | ' | ' |
Common stock, par value, $0.0001 - authorized, 900,000 shares; issued and outstanding, 40,977 and 42,083 shares | 4 | 4 |
Additional paid-in capital | 1,476,148 | 1,466,043 |
Accumulated deficit | -919,491 | -951,977 |
Accumulated other comprehensive income | 169 | 0 |
Total stockholders’ equity | 556,830 | 514,070 |
Total liabilities and stockholders’ equity | $919,074 | $978,030 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Allowance for accounts receivable | $62 | $62 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 40,977,000 | 42,083,000 |
Common stock, shares outstanding | 40,977,000 | 42,083,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenues: | ' | ' | ' | ' |
Services revenue | $76,885 | $109,491 | $362,199 | $392,010 |
Product revenue, net | 37,970 | 14,630 | 110,408 | 14,630 |
Total revenues | 114,855 | 124,121 | 472,607 | 406,640 |
Cost of revenues: | ' | ' | ' | ' |
Services cost of revenue | 49,754 | 72,935 | 177,280 | 219,274 |
Product cost of revenue | 25,605 | 10,622 | 73,771 | 10,622 |
Total cost of revenues | 75,359 | 83,557 | 251,051 | 229,896 |
Engineering and technology | 5,970 | 2,905 | 14,922 | 7,951 |
Sales and marketing | 18,152 | 18,230 | 96,275 | 71,409 |
General and administrative | 9,495 | 8,421 | 28,552 | 21,362 |
Depreciation | 1,085 | 697 | 3,278 | 1,738 |
Amortization of intangible assets | 6,118 | 4,184 | 17,463 | 10,521 |
Total operating expenses | 116,179 | 117,994 | 411,541 | 342,877 |
Operating income (loss) | -1,324 | 6,127 | 61,066 | 63,763 |
Other loss, net | -3,208 | -13,118 | -11,001 | -20,427 |
Income (loss) before income taxes | -4,532 | -6,991 | 50,065 | 43,336 |
Income tax benefit (expense) | 2,294 | 510 | -17,579 | -17,803 |
Net income (loss) | -2,238 | -6,481 | 32,486 | 25,533 |
Net income (loss) per share: | ' | ' | ' | ' |
Basic, USD per share | ($0.05) | ($0.16) | $0.78 | $0.62 |
Diluted, USD per share | ($0.05) | ($0.16) | $0.75 | $0.60 |
Weighted average shares outstanding: | ' | ' | ' | ' |
Basic, Shares | 41,034 | 41,088 | 41,589 | 41,048 |
Diluted, Shares | 41,034 | 41,088 | 43,303 | 42,878 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Net income (loss) | -2,238 | -6,481 | 32,486 | 25,533 |
Unrealized gain (loss) on available-for-sale investments, net of tax | -1,917 | -23 | 173 | 13 |
Unrealized gain on derivative instrument, net of tax | 0 | 57 | 0 | 266 |
Reclassification adjustment for realized gain on available-for-sale investments, net of tax, included in net income | -4 | 0 | -4 | -1 |
Other comprehensive income (loss) | -1,921 | 34 | 169 | 278 |
Comprehensive income (loss) | ($4,159) | ($6,447) | $32,655 | $25,811 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Operating Activities: | ' | ' |
Net income (loss) | $32,486 | $25,533 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Stock-based compensation | 8,974 | 8,490 |
Depreciation and amortization of intangible assets | 27,298 | 19,413 |
Excess tax benefits from stock-based award activity | -29,801 | -24,596 |
Deferred income taxes | -15,621 | -8,209 |
Amortization of premium on investments, net | 3,095 | 2,154 |
Amortization of debt issuance costs | 853 | 841 |
Accretion of debt discounts | 2,753 | 1,972 |
Loss on debt extinguishment and modification expense | 0 | 1,593 |
Loss on derivative instrument | 0 | 5,931 |
Impairment loss on equity investment in privately-held company | 0 | 3,711 |
Other | 72 | 608 |
Cash provided (used) by changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 16,212 | -8,756 |
Other receivables | 4,134 | 1,090 |
Inventories | 1,067 | 900 |
Prepaid expenses and other current assets | 849 | 6,694 |
Other long-term assets | 43 | -2,296 |
Accounts payable | -18,382 | 1,873 |
Deferred revenue | -48 | 2,563 |
Accrued expenses and other current and long-term liabilities | 17,174 | 27,176 |
Net cash provided by operating activities | 51,158 | 66,685 |
Investing Activities: | ' | ' |
Business acquisitions, net of cash acquired | -44,927 | -180,500 |
Purchases of property and equipment | -4,247 | -3,066 |
Change in restricted cash | 0 | 2,491 |
Equity investment in privately-held company | 0 | -4,000 |
Proceeds from sales of investments | 26,620 | 25,812 |
Proceeds from maturities of investments | 195,296 | 150,277 |
Purchases of investments | -237,063 | -234,771 |
Net cash used by investing activities | -64,321 | -243,757 |
Financing Activities: | ' | ' |
Proceeds from issuance of convertible notes, net of debt issuance costs of $6,432 | 0 | 194,818 |
Proceeds from credit facilities | 4,000 | 0 |
Repayment of credit facilities | -62,000 | -10,000 |
Debt issuance costs on credit facility | 0 | -28 |
Stock repurchases | -29,923 | -3,525 |
Excess tax benefits from stock-based award activity | 29,801 | 24,596 |
Proceeds from stock option exercises | 2,447 | 1,700 |
Proceeds from issuance of stock through employee stock purchase plan | 1,376 | 1,065 |
Tax payments from shares withheld upon vesting of restricted stock units | -2,569 | -2,011 |
Net cash provided (used) by financing activities | -56,868 | 206,615 |
Net increase (decrease) in cash and cash equivalents | -70,031 | 29,543 |
Cash and cash equivalents, beginning of period | 130,225 | 68,278 |
Cash and cash equivalents, end of period | 60,194 | 97,821 |
Supplemental disclosure of non-cash investing activities: | ' | ' |
Purchases of property and equipment through leasehold incentives | 120 | 1,006 |
Cash paid for: | ' | ' |
Income taxes | 2,536 | 1,637 |
Interest | $6,336 | $6,512 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Parenthetical) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Statement of Cash Flows [Abstract] | ' |
Debt issuance costs | $6,432 |
The_Company_and_Basis_of_Prese
The Company and Basis of Presentation | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
The Company and Basis of Presentation | ' |
The Company and Basis of Presentation | |
Description of the business: Blucora, Inc. (the “Company” or “Blucora”) operates three primary businesses: an internet search and content business, an online tax preparation business, and an e-commerce business. The Search and Content business, InfoSpace, provides search services to users of its owned and operated and distribution partners' web properties, as well as online content. The Tax Preparation business consists of the operations of TaxACT, Inc. (“TaxACT”) and provides online tax preparation service for individuals, tax preparation software for individuals and professional tax preparers, and ancillary services. The E-Commerce business consists of the operations of Monoprice, Inc. (“Monoprice”), which the Company acquired on August 22, 2013, and provides self-branded electronics and accessories to both consumers and businesses primarily through its website, www.monoprice.com. | |
On May 30, 2014, InfoSpace acquired the assets of HowStuffWorks (“HSW”), which constituted a business, pursuant to the terms of the Asset Purchase Agreement dated April 18, 2014. HSW provides online content through various websites, including www.HowStuffWorks.com. HSW generates revenue primarily through advertisements appearing on its websites. | |
Segments: The Company has three reportable segments: Search and Content (formerly known as Search), Tax Preparation, and E-Commerce. The Search and Content segment is the InfoSpace business, which now includes HSW, the Tax Preparation segment is the TaxACT business, and the E-Commerce segment is the Monoprice business. Unless the context indicates otherwise, the Company uses the term “Search and Content” to represent search and content services, the term “Tax Preparation” to represent services and software sold through the TaxACT business, and the term “E-Commerce” to represent products sold through the Monoprice business (see “Note 9: Segment Information”). | |
Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated. | |
Reclassifications: Certain prior period amounts have been reclassified to conform to the current period presentation. | |
Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and disclosure of contingencies. Estimates include those used for impairment of goodwill and other intangible assets, useful lives of other intangible assets, acquisition accounting, valuation of investments, valuation of the Warrant (see “Note 8: Stockholders’ Equity”) and interest rate swap derivatives, revenue recognition, the estimated allowance for sales returns and doubtful accounts, the estimated allowance for obsolete, slow moving, and nonsalable inventory, internally developed software, accrued contingencies, stock option valuation, and valuation allowance for deferred tax assets. Actual amounts may differ from estimates. | |
Seasonality: Blucora’s Tax Preparation segment is highly seasonal, with the significant majority of its annual revenue earned in the first four months of the Company’s fiscal year. During the third and fourth quarters, the Tax Preparation segment typically reports losses because revenue from the segment is minimal while core operating expenses continue at relatively consistent levels. Revenue from the E-Commerce segment also is seasonal, with revenues historically being the lowest in the second quarter, a period that does not include consumer back-to-school or holiday-related spending. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | |
Interim financial information: The accompanying consolidated financial statements have been prepared by the Company under the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These consolidated financial statements are unaudited and, in management’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the consolidated financial position, results of operations, and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Part II Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. Interim results are not necessarily indicative of results for a full year. | |
Short-term investments: The Company principally invests its available cash in fixed income debt and marketable equity securities. Fixed income debt securities include investment-grade income securities, AAA-rated money market funds, and insured time deposits with commercial banks. Equity securities include common stock in a publicly traded company. Such investments are included in “Cash and cash equivalents” and “Available-for-sale investments” on the consolidated balance sheets and reported at fair value with unrealized gains and losses included in “Accumulated other comprehensive income” on the consolidated balance sheets. Amounts reclassified out of comprehensive income into net income are determined on the basis of specific identification. | |
The Company reviews the impairments of its available-for-sale investments and classifies the impairment of any individual available-for-sale investment as either temporary or other-than-temporary. The differentiating factors between temporary and other-than-temporary impairments are primarily the length of the time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. | |
Inventories: Inventories, consisting of merchandise available for sale in the E-Commerce business, are accounted for using the first-in-first-out (“FIFO”) method of accounting and are valued at the lower of cost or market and include the related inbound shipping and handling costs. Inventory quantities on hand are reviewed regularly, and allowances are maintained for obsolete, slow moving, and nonsalable inventory. | |
Business combinations and intangible assets including goodwill: The Company accounts for business combinations using the acquisition method, and, accordingly, the identifiable assets acquired and liabilities assumed are recorded at their acquisition date fair values. Goodwill is calculated as the excess of the purchase price over the fair value of net assets, including the amount assigned to identifiable intangible assets. Identifiable intangible assets with finite lives are amortized over their useful lives on a straight-line basis, except for the installed code base technology which is amortized proportional to expected revenue. Acquisition-related costs, including advisory, legal, accounting, valuation, and other similar costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. | |
Derivative instruments and hedging: The Company recognized derivative instruments as either assets or liabilities at their fair value. The Company recorded changes in the fair value of the derivative instruments as gains or losses either in “Other loss, net” on the consolidated statements of comprehensive income, for those not designated as a hedging instrument (the Warrant – see “Note 8: Stockholders’ Equity”), or in “Accumulated other comprehensive income” on the consolidated balance sheets, for those used in a hedging relationship (the interest rate swap – see “Note 6: Debt”). The Warrant and interest rate swap were settled in the last half of 2013. | |
The change in the fair value of the Warrant resulted in losses of $4.0 million and $5.9 million for the three and nine months ended September 30, 2013, respectively. | |
The interest rate swap agreement was used for the purpose of minimizing exposure to changes in interest rates and was accounted for as a cash flow hedge. The hedge was perfectly effective through termination, and no ineffectiveness was recorded in the consolidated statements of comprehensive income. | |
Fair value of financial instruments: The Company measures its cash equivalents, available-for-sale investments, and derivative instruments at fair value. The Company considers the carrying values of accounts receivable, other receivables, inventories, prepaid expenses, other current assets, accounts payable, accrued expenses, and other current liabilities to approximate fair values primarily due to their short-term natures. | |
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Marketable equity securities are classified within Level 1 of the fair value hierarchy because the Company values its marketable equity securities using quoted prices in active markets for identical securities. Cash equivalents and debt securities are classified within Level 2 of the fair value hierarchy because the Company values its cash equivalents and debt securities utilizing market observable inputs. The Company classified its interest rate swap derivative within Level 2 as the valuation inputs were based on quoted prices and market observable data of similar instruments. As previously discussed, the interest rate swap was terminated in 2013. The Company classified the Warrant derivative within Level 3, because it was valued using the Black-Scholes-Merton valuation model, which had significant unobservable inputs related to historical stock price volatility. This unobservable input reflected the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. This valuation required significant judgment. As previously discussed, the Warrant was settled in 2013. | |
Supplier concentration: A material part of Monoprice’s business is dependent on two vendors. These unrelated vendors accounted for 15% and 18% of Monoprice’s inventory purchases during the three and nine months ended September 30, 2014, respectively, and 19% of Monoprice's inventory purchases during the period from August 22, 2013 (the date which Monoprice was acquired) to September 30, 2013. As of September 30, 2014 and December 31, 2013, these unrelated vendors accounted for 21% and 20% of Monoprice’s related accounts payable, respectively. | |
Recent accounting pronouncements: Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification ("ASC"). The Company considers the applicability and impact of all recent ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position and results of operations. | |
In May 2014, the FASB issued guidance codified in ASC 606, "Revenue from Contracts with Customers," which amends the guidance in former ASC 605 "Revenue Recognition." The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This will be achieved in a five-step process. Enhanced disclosures also will be required. This guidance is effective on a retrospective basis--either to each reporting period presented or with the cumulative effect of initially applying this guidance recognized at the date of initial application--for annual reporting periods, including interim reporting periods within those annual reporting periods, beginning after December 15, 2016. Earlier adoption is not permitted. The Company currently is evaluating the impact of this guidance on its consolidated financial statements. | |
In July 2013, the FASB issued guidance on the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The Company adopted this guidance in the first quarter of 2014, and the adoption did not have a material impact on the Company’s consolidated financial statements. |
Business_Combinations
Business Combinations | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Business Combinations | ' | |||||||
Business Combinations | ||||||||
HSW: On May 30, 2014, InfoSpace acquired HSW, a provider of online content (see "Note 1: The Company and Basis of Presentation"), for $44.9 million in cash, which was funded from available cash. The acquisition of HSW is strategic to InfoSpace and intended to expand its operations. HSW is included in the Search and Content segment. The identifiable net assets acquired amounted to approximately $4.5 million, consisting primarily of marketable equity securities, and intangible assets acquired amounted to approximately $25.4 million, consisting of $18.2 million in content, $1.3 million in proprietary technology, and $5.9 million in trade names. The Company estimates the economic lives of the content and proprietary technology to be 10 years and 4 years, respectively, and the trade names are estimated to have indefinite lives. Goodwill amounted to $15.1 million and is expected to be deductible for income tax purposes. Goodwill consists largely of the ability to attract new customers through utilization of current content and to develop new content post-acquisition, neither of which qualify for separate recognition. Pro forma results of operations have not been presented because the effects of this acquisition were not material to the Company’s consolidated results of operations. | ||||||||
Balance Financial: On October 4, 2013, TaxACT acquired all of the equity of Balance Financial, Inc. (“Balance Financial”), a provider of web and mobile-based financial management software, for $4.9 million in cash which includes a $0.7 million escrow amount recorded in “Accrued expenses and other current liabilities” for indemnifications related to general representations and warranties. The escrow period expires on April 4, 2015, at which time the amount, net of any indemnifiable losses, will be released. The acquisition of the Balance Financial business is strategic to TaxACT and was funded from the revolving credit loan under the TaxACT 2013 credit facility. See “Note 6: Debt” for further discussion of the TaxACT 2013 credit facility. Balance Financial is included in the Tax Preparation segment. The identifiable net assets acquired amounted to $1.0 million, consisting primarily of deferred tax assets, and intangible assets acquired amounted to $0.8 million, consisting primarily of internally-developed software and customer relationships both of which have finite lives. Goodwill amounted to $3.1 million. Pro forma results of operations have not been presented because the effects of this acquisition were not material to the Company’s consolidated results of operations. | ||||||||
Monoprice: On August 22, 2013, the Company acquired all of the outstanding stock of Monoprice, an online provider of self-branded electronics and accessories for both consumers and businesses (see “Note 1: The Company and Basis of Presentation”). The Company paid $182.9 million, which was funded from available cash, after a $0.4 million working capital adjustment in the fourth quarter of 2013. The acquisition was intended to diversify the Company’s business model and expand its operations. | ||||||||
Valuations were as follows (in thousands): | ||||||||
Fair Value | ||||||||
Tangible assets acquired | $ | 49,714 | ||||||
Liabilities assumed | (23,623 | ) | ||||||
Identifiable net assets acquired | $ | 26,091 | ||||||
Fair value adjustments to intangible assets: | ||||||||
Customer relationships | $ | 30,900 | ||||||
Trade name | 38,000 | |||||||
Fair value of intangible assets acquired | $ | 68,900 | ||||||
Purchase price: | ||||||||
Cash paid | $ | 182,909 | ||||||
Less identifiable net assets acquired | (26,091 | ) | ||||||
Plus deferred tax liability related to intangible assets | 27,683 | |||||||
Less fair value of intangible assets acquired | (68,900 | ) | ||||||
Excess of purchase price over net assets acquired, allocated to goodwill | $ | 115,601 | ||||||
The Company incurred acquisition costs of $0.7 million in 2013, which were recognized in “General and administrative expense.” The Company did not assume any equity awards or plans from Monoprice. Following the completion of the acquisition, the Company issued 27,152 options and 126,259 restricted stock units (“RSUs”), which are at levels consistent with other awards to Blucora subsidiary employees, and 243,750 performance-based RSUs to Monoprice’s employees. In addition, the sellers of Monoprice are entitled to federal and state tax refunds related to pre-acquisition tax periods pursuant to the purchase agreement. During the three months ended September 30, 2014, the Company adjusted the refunds due to the sellers after finalizing Monoprice's 2013 federal and state tax returns. As a result, the Company recorded a $0.7 million gain within "Other loss, net." | ||||||||
The Company’s estimates of the economic lives of the acquired assets are 2 years for the business-to-consumer customer relationships, 7 years for the business-to-business customer relationships, approximately 6 years for the personal property assets, and the trade name is estimated to have an indefinite life. Goodwill consists largely of the ability to attract new customers and develop new technologies post-acquisition, which do not qualify for separate recognition. The Company does not expect that any of this goodwill will be deductible for income tax purposes. | ||||||||
The gross contractual amount of trade accounts receivable acquired was $3.2 million, all of which the Company has collected. The Company recorded deferred revenue at a fair value of $1.3 million as of the acquisition date. Prior to the acquisition, Monoprice had recorded deferred revenue at $2.0 million. | ||||||||
Pro Forma Financial Information (unaudited) | ||||||||
The financial information in the table below summarizes the combined results of operations of Blucora and Monoprice on a pro forma basis for the three and nine months ended September 30, 2013, as though they had been combined as of the beginning of the periods presented. This pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition occurred at the beginning of the periods presented. The pro forma condensed combined consolidated statements of operations for the three and nine months ended September 30, 2013 combines the historical results of operations of Blucora and the historical results of operations of Monoprice. The following amounts are in thousands: | ||||||||
Three months ended September 30, 2013 | Nine months ended September 30, 2013 | |||||||
Revenue | $ | 145,852 | $ | 496,559 | ||||
Net income (loss) | $ | (6,017 | ) | $ | 26,771 | |||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Goodwill and Other Intangible Assets | ' | |||||||||||||||||||||||||||
Goodwill and Other Intangible Assets | ||||||||||||||||||||||||||||
The following table presents goodwill by reportable segment (in thousands): | ||||||||||||||||||||||||||||
Search and Content | Tax Preparation | E-Commerce | Total | |||||||||||||||||||||||||
Goodwill as of | December 31, 2013 | $ | 44,815 | $ | 188,541 | $ | 115,601 | $ | 348,957 | |||||||||||||||||||
Addition | 15,097 | — | — | 15,097 | ||||||||||||||||||||||||
Goodwill as of | September 30, 2014 | $ | 59,912 | $ | 188,541 | $ | 115,601 | $ | 364,054 | |||||||||||||||||||
The goodwill addition related to the acquisition of HSW as described in "Note 3: Business Combinations." | ||||||||||||||||||||||||||||
Intangible assets other than goodwill consisted of the following (in thousands): | ||||||||||||||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||||||||||||||
Gross carrying | Accumulated | Net | Gross carrying | Accumulated | Net | |||||||||||||||||||||||
amount | amortization | amount | amortization | |||||||||||||||||||||||||
Definite-lived intangible assets: | ||||||||||||||||||||||||||||
Customer relationships | $ | 132,500 | $ | (44,491 | ) | $ | 88,009 | $ | 132,500 | $ | (27,740 | ) | $ | 104,760 | ||||||||||||||
Technology | 44,805 | (33,698 | ) | 11,107 | 43,535 | (27,951 | ) | 15,584 | ||||||||||||||||||||
Content | 18,200 | (606 | ) | 17,594 | — | — | — | |||||||||||||||||||||
Other | 6,705 | (6,667 | ) | 38 | 6,705 | (6,667 | ) | 38 | ||||||||||||||||||||
Total definite-lived intangible assets | 202,210 | (85,462 | ) | 116,748 | 182,740 | (62,358 | ) | 120,382 | ||||||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||||||||||
Trade names | 63,399 | — | 63,399 | 57,499 | — | 57,499 | ||||||||||||||||||||||
Other | 183 | — | 183 | 183 | — | 183 | ||||||||||||||||||||||
Total indefinite-lived intangible assets | 63,582 | — | 63,582 | 57,682 | — | 57,682 | ||||||||||||||||||||||
Total | $ | 265,792 | $ | (85,462 | ) | $ | 180,330 | $ | 240,422 | $ | (62,358 | ) | $ | 178,064 | ||||||||||||||
Amortization expense was as follows (in thousands): | ||||||||||||||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
Statement of comprehensive income line item: | ||||||||||||||||||||||||||||
Services cost of revenue | $ | 1,875 | $ | 1,906 | $ | 5,641 | $ | 5,773 | ||||||||||||||||||||
Amortization of intangible assets | 6,118 | 4,184 | 17,463 | 10,521 | ||||||||||||||||||||||||
Total | $ | 7,993 | $ | 6,090 | $ | 23,104 | $ | 16,294 | ||||||||||||||||||||
Expected amortization of definite-lived intangible assets held as of September 30, 2014 is presented in the table below (in thousands): | ||||||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | ||||||||||||||||||||||
Services cost of revenue | $ | 1,872 | $ | 7,450 | $ | 621 | $ | — | $ | — | $ | — | $ | 9,943 | ||||||||||||||
Amortization of intangible assets | 6,118 | 21,880 | 17,206 | 17,155 | 16,970 | 27,476 | 106,805 | |||||||||||||||||||||
Total | $ | 7,990 | $ | 29,330 | $ | 17,827 | $ | 17,155 | $ | 16,970 | $ | 27,476 | $ | 116,748 | ||||||||||||||
The weighted average amortization periods for definite-lived intangible assets are as follows: 61 months for customer relationships, 19 months for technology, 116 months for content, and 65 months for total definite-lived intangible assets. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Fair Value Measurements | |||||||||||||||||
The fair value hierarchy of the Company’s financial assets carried at fair value and measured on a recurring basis was as follows (in thousands): | |||||||||||||||||
Fair value measurements at the reporting date using | |||||||||||||||||
30-Sep-14 | Quoted prices in | Significant other | Significant | ||||||||||||||
active markets | observable | unobservable | |||||||||||||||
using identical assets | inputs | inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Cash equivalents: | |||||||||||||||||
Money market and other funds | $ | 14,012 | $ | — | $ | 14,012 | $ | — | |||||||||
Commercial paper | 5,200 | — | 5,200 | — | |||||||||||||
Time deposits | 1,246 | — | 1,246 | — | |||||||||||||
Corporate bonds | 1,206 | — | 1,206 | — | |||||||||||||
Taxable municipal bonds | 5,675 | — | 5,675 | — | |||||||||||||
Total cash equivalents | 27,339 | — | 27,339 | — | |||||||||||||
Available-for-sale investments: | |||||||||||||||||
Debt securities: | |||||||||||||||||
U.S. government securities | 84,693 | — | 84,693 | — | |||||||||||||
International government securities | 6,619 | — | 6,619 | — | |||||||||||||
Commercial paper | 18,092 | — | 18,092 | — | |||||||||||||
Time deposits | 29,618 | — | 29,618 | — | |||||||||||||
Corporate bonds | 1,533 | — | 1,533 | — | |||||||||||||
Taxable municipal bonds | 75,054 | — | 75,054 | — | |||||||||||||
Total debt securities | 215,609 | — | 215,609 | — | |||||||||||||
Equity securities | 4,591 | 4,591 | — | — | |||||||||||||
Total available-for-sale investments | 220,200 | 4,591 | 215,609 | — | |||||||||||||
Total assets at fair value | $ | 247,539 | $ | 4,591 | $ | 242,948 | $ | — | |||||||||
Fair value measurements at the reporting date using | |||||||||||||||||
December 31, 2013 | Quoted prices in | Significant other | Significant | ||||||||||||||
active markets | observable | unobservable | |||||||||||||||
using identical assets | inputs | inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Cash equivalents: | |||||||||||||||||
U.S. government securities | $ | 6,400 | $ | — | $ | 6,400 | $ | — | |||||||||
Money market and other funds | 9,391 | — | 9,391 | — | |||||||||||||
Commercial paper | 17,999 | — | 17,999 | — | |||||||||||||
Time deposits | 499 | — | 499 | — | |||||||||||||
Taxable municipal bonds | 21,215 | — | 21,215 | — | |||||||||||||
Total cash equivalents | 55,504 | — | 55,504 | — | |||||||||||||
Available-for-sale investments: | |||||||||||||||||
U.S. government securities | 58,114 | — | 58,114 | — | |||||||||||||
Commercial paper | 14,496 | — | 14,496 | — | |||||||||||||
Time deposits | 9,880 | — | 9,880 | — | |||||||||||||
Taxable municipal bonds | 120,990 | — | 120,990 | — | |||||||||||||
Total available-for-sale investments | 203,480 | — | 203,480 | — | |||||||||||||
Total assets at fair value | $ | 258,984 | $ | — | $ | 258,984 | $ | — | |||||||||
The Company also had financial instruments that were not measured at fair value. See “Note 6: Debt” for details. | |||||||||||||||||
The contractual maturities of the debt securities classified as available-for-sale at September 30, 2014 and December 31, 2013 were less than one year. | |||||||||||||||||
The cost and fair value of available-for-sale investments were as follows (in thousands): | |||||||||||||||||
Amortized | Gross unrealized | Gross unrealized | Fair | ||||||||||||||
cost | gains | losses | value | ||||||||||||||
Available-for-sale investments as of | September 30, 2014 | ||||||||||||||||
Debt securities | $ | 215,607 | $ | 26 | $ | (24 | ) | $ | 215,609 | ||||||||
Equity securities | 4,424 | 167 | — | 4,591 | |||||||||||||
Total | $ | 220,031 | $ | 193 | $ | (24 | ) | $ | 220,200 | ||||||||
Available-for-sale investments as of | December 31, 2013 | $ | 203,479 | $ | 24 | $ | (23 | ) | $ | 203,480 | |||||||
Available-for-sale investments as of December 31, 2013 included only debt securities. |
Debt
Debt | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||||||
Debt | ' | |||||||||||||||||||||||
Debt | ||||||||||||||||||||||||
The Company’s debt consisted of the following (in thousands): | ||||||||||||||||||||||||
30-Sep-14 | December 31, 2013 | |||||||||||||||||||||||
Principal | Unamortized | Net carrying | Principal | Unamortized | Net carrying | |||||||||||||||||||
amount | discount | value | amount | discount | value | |||||||||||||||||||
Monoprice 2013 credit facility | $ | 44,000 | $ | (206 | ) | $ | 43,794 | $ | 50,000 | $ | (288 | ) | $ | 49,712 | ||||||||||
TaxACT 2013 credit facility | 19,384 | — | 19,384 | 71,384 | — | 71,384 | ||||||||||||||||||
Convertible Senior Notes | 201,250 | (16,996 | ) | 184,254 | 201,250 | (19,667 | ) | 181,583 | ||||||||||||||||
Total debt | $ | 264,634 | $ | (17,202 | ) | $ | 247,432 | $ | 322,634 | $ | (19,955 | ) | $ | 302,679 | ||||||||||
Monoprice 2013 credit facility: On November 22, 2013, Monoprice entered into an agreement with a syndicate of lenders for the purposes of post-transaction financing of the Monoprice acquisition and providing future working capital flexibility for Monoprice. The credit facility consists of a $30.0 million revolving credit loan—which includes up to $5.0 million under a letter of credit and up to $5.0 million in swingline loans—and a $40.0 million term loan for an aggregate $70.0 million credit facility. The final maturity date of the credit facility is November 22, 2018. Monoprice’s obligations under the credit facility are guaranteed by Monoprice Holdings, Inc. and are secured by the assets of the Monoprice business. | ||||||||||||||||||||||||
Monoprice borrowed $50.0 million under the credit facility, which was used to pay a dividend to Blucora and to pay certain expenses and fees related to the credit facility. Monoprice repaid $6.0 million in 2014. Monoprice has the right to permanently reduce, without premium or penalty, the entire credit facility at any time or portions of the credit facility in an aggregate principal amount not less than $1.0 million or any whole multiple of $1.0 million in excess thereof (for swingline loans, the aggregate principal amount is not less than $0.1 million and any whole multiple of $0.1 million in excess thereof). The interest rate on amounts borrowed under the credit facility is variable, based upon, at the election of Monoprice, either LIBOR plus a margin of between 2.75% and 3.25%, payable as of the end of each interest period, or a variable rate plus a margin of between 1.75% and 2.25%, payable quarterly in arrears. In each case, the applicable margin within the range depends upon Monoprice’s ratio of leverage to EBITDA over the previous four quarters. The credit facility includes financial and operating covenants with respect to certain ratios, including leverage ratio and fixed charge coverage ratio, which are defined further in the agreement. As of September 30, 2014, Monoprice was in compliance with all of the financial and operating covenants. As of September 30, 2014, the credit facility’s principal amount approximated its fair value as it is a variable rate instrument and the current applicable margin approximates current market conditions. | ||||||||||||||||||||||||
TaxACT 2013 credit facility: On August 30, 2013, TaxACT entered into an agreement with a syndicate of lenders to refinance a 2012 credit facility on more favorable terms. Under that 2012 credit facility, TaxACT borrowed $100.0 million, of which $25.5 million was repaid in 2012, $10.0 million in April 2013, and the remaining $64.5 million in August 2013, the latter amount in connection with the refinancing of this credit agreement. The interest rate on amounts borrowed under the 2012 credit facility was variable. The Company hedged a portion of the interest rate risk through an interest rate swap, which was terminated at break-even on September 10, 2013. | ||||||||||||||||||||||||
The new 2013 credit facility consists of revolving credit loans, up to $10.0 million in swingline loans, and up to $5.0 million under a letter of credit, which in the aggregate represented a $100.0 million revolving credit commitment that reduced to $90.0 million on August 30, 2014 and will reduce to $80.0 million on August 30, 2015 and $70.0 million on August 30, 2016. The final maturity date of the credit facility is August 30, 2018. TaxACT’s obligations under the credit facility are guaranteed by TaxACT Holdings, Inc. and are secured by the assets of the TaxACT business. | ||||||||||||||||||||||||
TaxACT borrowed approximately $71.4 million under the 2013 credit facility, of which $65.4 million was used to pay off the 2012 credit facility, accrued interest, and certain expenses and fees related to the refinancing and an additional $6.0 million was borrowed in October 2013. TaxACT had net repayment activity of $52.0 million in 2014. TaxACT has the right to permanently reduce, without premium or penalty, the entire credit facility at any time or portions of the credit facility in an aggregate principal amount not less than $3.0 million or any whole multiple of $1.0 million in excess thereof. The interest rate on amounts borrowed under the credit facility is variable, based upon, at the election of TaxACT, either LIBOR plus a margin of between 1.75% and 2.5%, or a Base Rate plus a margin of between 0.75% and 1.5%, and payable as of the end of each interest period. In each case, the applicable margin within the range depends upon TaxACT’s ratio of leverage to EBITDA over the previous four quarters. The credit facility includes financial and operating covenants with respect to certain ratios, including leverage ratio and fixed charge coverage ratio, which are defined further in the agreement. As of September 30, 2014, the Company was in compliance with all of the financial and operating covenants. As of September 30, 2014, the credit facility’s principal amount approximated its fair value as it is a variable rate instrument and the current applicable margin approximates current market conditions. | ||||||||||||||||||||||||
On August 30, 2013, the Company performed an analysis by creditor to determine whether the refinancing would be recorded as an extinguishment or a modification of debt and, as a result of this analysis, recognized a loss on partial extinguishment of debt comprised of the following (in thousands): | ||||||||||||||||||||||||
Refinancing fees paid to creditors, including arrangement fee, classified as extinguishment | $ | 567 | ||||||||||||||||||||||
Deferred financing costs on extinguished debt | 726 | |||||||||||||||||||||||
Debt discount on extinguished debt | 300 | |||||||||||||||||||||||
Total | $ | 1,593 | ||||||||||||||||||||||
In connection with amounts classified as an extinguishment, the Company recorded deferred debt issuance costs, which are being amortized as an adjustment to interest expense over the term of the new credit facility using the effective interest method. The remaining portion of the refinancing was a modification, and the Company determined a new effective interest rate based on the carrying amount of the original debt and the revised cash flows. Deferred financing costs and unamortized debt discount related to the prior credit agreement are being amortized as an adjustment to interest expense over the term of the new credit facility using the effective interest method. Similarly, additional creditor-related fees related to the modification are being amortized over the term of the new credit facility using the effective interest method. In total, approximately $0.7 million is being amortized over the term of the new credit facility using the effective interest method. | ||||||||||||||||||||||||
Convertible Senior Notes: On March 15, 2013, the Company issued $201.25 million aggregate principal amount of its Convertible Senior Notes (the “Notes”), inclusive of the underwriters’ exercise in full of their over-allotment option of $26.25 million. The Notes mature on April 1, 2019, unless earlier purchased, redeemed, or converted in accordance with the terms, and bear interest at a rate of 4.25% per year, payable semi-annually in arrears beginning on October 1, 2013. The Company received net proceeds from the offering of approximately $194.8 million after adjusting for debt issuance costs, including the underwriting discount. | ||||||||||||||||||||||||
The Notes were issued under an indenture dated March 15, 2013 (the “Indenture”) by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. There are no financial or operating covenants relating to the Notes. | ||||||||||||||||||||||||
Beginning July 1, 2013 and prior to the close of business on September 28, 2018, holders may convert all or a portion of the Notes at their option, in multiples of $1,000 principal amount, under the following circumstances: | ||||||||||||||||||||||||
• | During any fiscal quarter commencing July 1, 2013, if the last reported sale price of the Company’s common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day. As of September 30, 2014, the Notes were not convertible. | |||||||||||||||||||||||
• | During the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price of the Company’s common stock and the conversion rate on each trading day. | |||||||||||||||||||||||
• | If the Company calls any or all of the Notes for redemption. | |||||||||||||||||||||||
• | Upon the occurrence of specified corporate events, including a merger or a sale of all or substantially all of the Company’s assets. | |||||||||||||||||||||||
The convertibility of the Notes is determined at the end of each reporting period. If the Notes are determined to be convertible, they remain convertible until the end of the subsequent quarter and are classified in “Current liabilities” on the balance sheet; otherwise, they are classified in “Long-term liabilities.” Depending upon the price of the Company’s common stock or the trading price of the Notes within the reporting period, pursuant to the first two criteria listed above, the Notes could be convertible during one reporting period but not convertible during a comparable reporting period. | ||||||||||||||||||||||||
On or after October 1, 2018 and until the close of business on March 28, 2019, holders may convert their Notes, in multiples of $1,000 principal amount, at the option of the holder. | ||||||||||||||||||||||||
The conversion ratio for the Notes is initially 0.0461723, equivalent to an initial conversion price of approximately $21.66 per share of the Company’s common stock. The conversion ratio is subject to customary adjustment for certain events as described in the Indenture. | ||||||||||||||||||||||||
At the time the Company issued the Notes, the Company was only permitted to settle conversions with shares of its common stock. The Company received shareholder approval at its annual meeting in May 2013 to allow for “flexible settlement,” which provided the Company with the option to settle conversions in cash, shares of common stock, or any combination thereof. The Company’s intention is to satisfy conversion of the Notes with cash for the principal amount of the debt and shares of common stock for any related conversion premium. | ||||||||||||||||||||||||
Beginning April 6, 2016, the Company may, at its option, redeem for cash all or part of the Notes plus accrued and unpaid interest. If the Company undergoes a fundamental change (as described in the Indenture), holders may require the Company to repurchase for cash all or part of their Notes in principal amounts of $1,000 or an integral multiple thereof. The fundamental change repurchase price will be equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest. However, if a fundamental change occurs and a holder elects to convert the Notes, the Company will, under certain circumstances, increase the applicable conversion rate for the Notes surrendered for conversion by a number of additional shares of common stock based on the date on which the fundamental change occurs or becomes effective and the price paid per share of the Company’s common stock in the fundamental change as specified in the Indenture. | ||||||||||||||||||||||||
The Notes are unsecured and unsubordinated obligations of the Company and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes, and equal in right of payment to any of the Company’s existing and future unsecured indebtedness that is not subordinated. The Notes are effectively junior in right of payment to any of the Company’s secured indebtedness (to the extent of the value of assets securing such indebtedness) and structurally junior to all existing and future indebtedness and other liabilities, including trade payables, of the Company’s subsidiaries. The Indenture does not limit the amount of debt that the Company or its subsidiaries may incur. | ||||||||||||||||||||||||
The Notes may be settled in a combination of cash or shares of common stock given the flexible settlement option. As a result, the Notes contain liability and equity components, which were bifurcated and accounted for separately. The liability component of the Notes, as of the issuance date, was calculated by estimating the fair value of a similar liability issued at a 6.5% effective interest rate, which was determined by considering the rate of return investors would require in the Company’s debt structure. The amount of the equity component was calculated by deducting the fair value of the liability component from the principal amount of the Notes, resulting in the initial recognition of $22.3 million as the debt discount recorded in additional paid-in capital for the Notes. The carrying amount of the Notes is being accreted to the principal amount over the remaining term to maturity, and the Company is recording corresponding interest expense. The Company incurred debt issuance costs of $6.4 million related to the Notes and allocated $5.7 million to the liability component of the Notes. These costs are being amortized to interest expense over the six-year term of the Notes or the date of conversion, if any. | ||||||||||||||||||||||||
The following table sets forth total interest expense for the three and nine months ended September 30, 2014 and 2013 related to the Notes (in thousands): | ||||||||||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Contractual interest expense (Cash) | $ | 2,138 | $ | 2,139 | $ | 6,415 | $ | 4,657 | ||||||||||||||||
Amortization of debt issuance costs (Non-cash) | 232 | 216 | 684 | 465 | ||||||||||||||||||||
Accretion of debt discount (Non-cash) | 907 | 843 | 2,671 | 1,816 | ||||||||||||||||||||
Total interest expense | $ | 3,277 | $ | 3,198 | $ | 9,770 | $ | 6,938 | ||||||||||||||||
Effective interest rate of the liability component | 7.32 | % | 7.32 | % | 7.32 | % | 7.32 | % | ||||||||||||||||
The fair value of the principal amount of the Notes as of September 30, 2014 was $202.0 million, based on the last quoted active trading price, a Level 1 fair value measurement, as of that date. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
There have been no material changes during the period covered by this Quarterly Report on Form 10-Q, outside of the ordinary course of the Company’s business, to the contractual obligations and commitments specified in “Note 9: Commitments and Contingencies” in Part II Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | |
Litigation: From time to time, the Company is subject to various legal proceedings or claims that arise in the ordinary course of business. Following is a brief description of the more significant legal proceedings. The Company accrues a liability when management believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Although the Company believes that resolving claims against it, individually or in aggregate, will not have a material adverse impact on its financial statements, these matters are subject to inherent uncertainties. | |
On May 12, 2014, a putative class action complaint was filed in the U.S. District Court for the Western District of Washington against the Company and certain of its officers. The complaint asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. This case purported to be brought on behalf of a class of persons who purchased the Company’s common stock during the period between November 5, 2013 and February 20, 2014. On November 3, 2014, the plaintiff agreed to voluntarily dismiss this case without prejudice, and a stipulation of dismissal is currently pending. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||
Stockholders' Equity | ' | |||||||||||||||
Stockholders’ Equity | ||||||||||||||||
Stock-based compensation: The Company included the following amounts for stock-based compensation expense, which related to stock options, RSUs, and the Company’s employee stock purchase plan (“ESPP”), in the consolidated statements of comprehensive income (in thousands): | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Cost of revenues | $ | 101 | $ | 94 | $ | 373 | $ | 541 | ||||||||
Engineering and technology | 568 | 370 | 1,312 | 942 | ||||||||||||
Sales and marketing | 74 | 649 | 1,715 | 1,652 | ||||||||||||
General and administrative | 1,865 | 2,139 | 5,574 | 5,355 | ||||||||||||
Total | $ | 2,608 | $ | 3,252 | $ | 8,974 | $ | 8,490 | ||||||||
Excluded and capitalized as part of internal-use software | $ | 26 | $ | 34 | $ | 80 | $ | 68 | ||||||||
In May 2012, the Company granted 190,000 stock options to certain employees who perform acquisition-related activities. The awards' vestings were predicated on completing "qualified acquisitions" under the terms of the awards. The completions of the HSW acquisition on May 30, 2014 and the Monoprice acquisition on August 22, 2013 constituted qualified acquisitions under the terms of the awards. The vestings of the awards resulted in charges of $0.3 million to stock-based compensation expense in the nine months ended September 30, 2014 and $0.5 million to stock-based compensation expense in the three and nine months ended September 30, 2013, both of which were classified in "General and administrative" expense. | ||||||||||||||||
Total net shares issued for stock options exercised, RSUs vested, and shares purchased pursuant to the ESPP were as follows (in thousands): | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Stock options exercised | 74 | 39 | 214 | 157 | ||||||||||||
RSUs vested | 79 | 70 | 284 | 294 | ||||||||||||
Shares purchased pursuant to ESPP | 49 | 48 | 85 | 84 | ||||||||||||
Total | 202 | 157 | 583 | 535 | ||||||||||||
Warrant: On August 23, 2011, the Company issued a warrant (the “Warrant”) to purchase 1.0 million shares of Blucora common stock, exercisable at a price of $9.62 per share. The Warrant originally was considered stock-based compensation and was scheduled to expire on August 23, 2014, but the completion of the TaxACT acquisition on January 31, 2012 was an event under the Warrant’s terms that extended the expiration date to the earlier of August 23, 2017 or the effective date of a change of control of Blucora. Subsequent to the extension, the Company treated the award as a derivative instrument (see “Note 2: Summary of Significant Accounting Policies”), and the Warrant’s fair value was determined each reporting period with gains or losses related to the change in fair value recorded in “Other loss, net.” On November 21, 2013, the Warrant was exercised and 1.0 million shares of Blucora common stock were purchased for an aggregate exercise price of $9.6 million. | ||||||||||||||||
Stock repurchase program: In February 2013, the Company’s Board of Directors approved a stock repurchase program whereby the Company may purchase its common stock in open-market transactions. In May 2014, the Board of Directors increased the repurchase authorization, such that the Company may repurchase up to $85.0 million of its common stock, and extended the repurchase period through May 2016. Repurchased shares will be retired and resume the status of authorized but unissued shares of common stock. During the nine months ended September 30, 2014, the Company purchased 1.7 million shares in open-market transactions at a total cost of approximately $29.9 million and an average price of $17.68 per share, exclusive of purchase and administrative costs. As of September 30, 2014, the Company may repurchase an additional $45.2 million, which also takes into consideration share repurchases during 2013 of $10.0 million, of its common stock under the repurchase program. |
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Information | ' | |||||||||||||||
Segment Information | ||||||||||||||||
The Company changed its segment reporting structure as a result of the Monoprice acquisition on August 22, 2013. The Search and Content segment (formerly known as the Search segment) is the InfoSpace business, which now includes HSW, the Tax Preparation segment is the TaxACT business, and the E-Commerce segment is the Monoprice business. The Company’s chief executive officer is its chief operating decision maker and reviews financial information presented on a disaggregated basis. This information is used for purposes of allocating resources and evaluating financial performance. | ||||||||||||||||
The Company does not allocate certain general and administrative costs (including personnel and overhead costs), stock-based compensation, depreciation, and amortization of intangible assets to the reportable segments. Such amounts are reflected in the table under the heading “Corporate-level activity.” In addition, the Company does not allocate other loss, net and income taxes to the reportable segments. The Company does not account for, and does not report to management, its assets or capital expenditures by segment other than goodwill and intangible assets used for impairment analysis purposes. | ||||||||||||||||
Information on reportable segments currently presented to the Company’s chief operating decision maker and a reconciliation to consolidated net income are presented below (in thousands): | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues: | ||||||||||||||||
Search and Content | $ | 74,416 | $ | 107,742 | $ | 260,999 | $ | 302,840 | ||||||||
Tax Preparation | 2,469 | 1,749 | 101,200 | 89,170 | ||||||||||||
E-Commerce | 37,970 | 14,630 | 110,408 | 14,630 | ||||||||||||
Total revenues | 114,855 | 124,121 | 472,607 | 406,640 | ||||||||||||
Operating income (loss): | ||||||||||||||||
Search and Content | 12,709 | 21,319 | 45,971 | 57,501 | ||||||||||||
Tax Preparation | (1,859 | ) | (1,605 | ) | 52,754 | 43,617 | ||||||||||
E-Commerce | 3,336 | 906 | 9,192 | 906 | ||||||||||||
Corporate-level activity | (15,510 | ) | (14,493 | ) | (46,851 | ) | (38,261 | ) | ||||||||
Total operating income (loss) | (1,324 | ) | 6,127 | 61,066 | 63,763 | |||||||||||
Other loss, net | (3,208 | ) | (13,118 | ) | (11,001 | ) | (20,427 | ) | ||||||||
Income tax benefit (expense) | 2,294 | 510 | (17,579 | ) | (17,803 | ) | ||||||||||
Net income (loss) | $ | (2,238 | ) | $ | (6,481 | ) | $ | 32,486 | $ | 25,533 | ||||||
Net_Income_Per_Share
Net Income Per Share | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Net Income (Loss) Per Share | ' | |||||||||||
Net Income (Loss) Per Share | ||||||||||||
“Basic net income (loss) per share” is computed using the weighted average number of common shares outstanding during the period. “Diluted net income (loss) per share” is computed using the weighted average number of common shares outstanding plus the number of dilutive potential common shares outstanding during the period. Dilutive potential common shares consist of the incremental common shares issuable upon the exercise of outstanding stock options, vesting of unvested RSUs, exercise of the Warrant (for the three and nine months ended September 30, 2013), and conversion or maturity of the Notes. Dilutive potential common shares are excluded from the computation of earnings per share if their effect is antidilutive. | ||||||||||||
Weighted average shares were as follows (in thousands): | ||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
Weighted average common shares outstanding, basic | 41,034 | 41,088 | 41,589 | 41,048 | ||||||||
Dilutive potential common shares | — | — | 1,714 | 1,830 | ||||||||
Weighted average common shares outstanding, diluted | 41,034 | 41,088 | 43,303 | 42,878 | ||||||||
Shares excluded | 5,302 | 5,893 | 940 | 946 | ||||||||
Shares excluded primarily related to shares excluded due to the antidilutive effect of a net loss (for the three months ended September 30, 2014 and 2013), stock options with an exercise price greater than the average price during the applicable periods, and awards with performance conditions not completed during the applicable periods. | ||||||||||||
As more fully discussed in “Note 6: Debt,” in March 2013, the Company issued the Notes, which are convertible and mature in April 2019. In May 2013, the Company received shareholder approval for “flexible settlement,” which provided the Company with the option to settle conversions in cash, shares of common stock, or any combination thereof. The Company intends, upon conversion or maturity of the Notes, to settle the principal in cash and satisfy any conversion premium by issuing shares of its common stock. As a result, the Company only includes the impact of the premium feature in its dilutive potential common shares when the average stock price during the quarter exceeds the conversion price of the Notes, which did not occur during the three months ended September 30, 2014 and 2013. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Segments | ' |
Segments: The Company has three reportable segments: Search and Content (formerly known as Search), Tax Preparation, and E-Commerce. The Search and Content segment is the InfoSpace business, which now includes HSW, the Tax Preparation segment is the TaxACT business, and the E-Commerce segment is the Monoprice business. Unless the context indicates otherwise, the Company uses the term “Search and Content” to represent search and content services, the term “Tax Preparation” to represent services and software sold through the TaxACT business, and the term “E-Commerce” to represent products sold through the Monoprice business (see “Note 9: Segment Information”). | |
Principles of consolidation | ' |
Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated. | |
Reclassifications | ' |
Reclassifications: Certain prior period amounts have been reclassified to conform to the current period presentation. | |
Use of estimates | ' |
Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and disclosure of contingencies. Estimates include those used for impairment of goodwill and other intangible assets, useful lives of other intangible assets, acquisition accounting, valuation of investments, valuation of the Warrant (see “Note 8: Stockholders’ Equity”) and interest rate swap derivatives, revenue recognition, the estimated allowance for sales returns and doubtful accounts, the estimated allowance for obsolete, slow moving, and nonsalable inventory, internally developed software, accrued contingencies, stock option valuation, and valuation allowance for deferred tax assets. Actual amounts may differ from estimates. | |
Seasonality | ' |
Seasonality: Blucora’s Tax Preparation segment is highly seasonal, with the significant majority of its annual revenue earned in the first four months of the Company’s fiscal year. During the third and fourth quarters, the Tax Preparation segment typically reports losses because revenue from the segment is minimal while core operating expenses continue at relatively consistent levels. Revenue from the E-Commerce segment also is seasonal, with revenues historically being the lowest in the second quarter, a period that does not include consumer back-to-school or holiday-related spending. | |
Interim Financial Information Policy | ' |
Interim financial information: The accompanying consolidated financial statements have been prepared by the Company under the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These consolidated financial statements are unaudited and, in management’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the consolidated financial position, results of operations, and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Part II Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. Interim results are not necessarily indicative of results for a full year. | |
Marketable Securities, Available-for-sale Securities, Policy | ' |
Short-term investments: The Company principally invests its available cash in fixed income debt and marketable equity securities. Fixed income debt securities include investment-grade income securities, AAA-rated money market funds, and insured time deposits with commercial banks. Equity securities include common stock in a publicly traded company. Such investments are included in “Cash and cash equivalents” and “Available-for-sale investments” on the consolidated balance sheets and reported at fair value with unrealized gains and losses included in “Accumulated other comprehensive income” on the consolidated balance sheets. Amounts reclassified out of comprehensive income into net income are determined on the basis of specific identification. | |
The Company reviews the impairments of its available-for-sale investments and classifies the impairment of any individual available-for-sale investment as either temporary or other-than-temporary. The differentiating factors between temporary and other-than-temporary impairments are primarily the length of the time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. | |
Inventory, Policy | ' |
Inventories: Inventories, consisting of merchandise available for sale in the E-Commerce business, are accounted for using the first-in-first-out (“FIFO”) method of accounting and are valued at the lower of cost or market and include the related inbound shipping and handling costs. Inventory quantities on hand are reviewed regularly, and allowances are maintained for obsolete, slow moving, and nonsalable inventory. | |
Business Combinations Policy | ' |
Business combinations and intangible assets including goodwill: The Company accounts for business combinations using the acquisition method, and, accordingly, the identifiable assets acquired and liabilities assumed are recorded at their acquisition date fair values. Goodwill is calculated as the excess of the purchase price over the fair value of net assets, including the amount assigned to identifiable intangible assets. Identifiable intangible assets with finite lives are amortized over their useful lives on a straight-line basis, except for the installed code base technology which is amortized proportional to expected revenue. Acquisition-related costs, including advisory, legal, accounting, valuation, and other similar costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. | |
Derivatives, Policy | ' |
Derivative instruments and hedging: The Company recognized derivative instruments as either assets or liabilities at their fair value. The Company recorded changes in the fair value of the derivative instruments as gains or losses either in “Other loss, net” on the consolidated statements of comprehensive income, for those not designated as a hedging instrument (the Warrant – see “Note 8: Stockholders’ Equity”), or in “Accumulated other comprehensive income” on the consolidated balance sheets, for those used in a hedging relationship (the interest rate swap – see “Note 6: Debt”). The Warrant and interest rate swap were settled in the last half of 2013. | |
The change in the fair value of the Warrant resulted in losses of $4.0 million and $5.9 million for the three and nine months ended September 30, 2013, respectively. | |
The interest rate swap agreement was used for the purpose of minimizing exposure to changes in interest rates and was accounted for as a cash flow hedge. The hedge was perfectly effective through termination, and no ineffectiveness was recorded in the consolidated statements of comprehensive income. | |
Fair Value of Financial Instruments, Policy | ' |
Fair value of financial instruments: The Company measures its cash equivalents, available-for-sale investments, and derivative instruments at fair value. The Company considers the carrying values of accounts receivable, other receivables, inventories, prepaid expenses, other current assets, accounts payable, accrued expenses, and other current liabilities to approximate fair values primarily due to their short-term natures. | |
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Marketable equity securities are classified within Level 1 of the fair value hierarchy because the Company values its marketable equity securities using quoted prices in active markets for identical securities. Cash equivalents and debt securities are classified within Level 2 of the fair value hierarchy because the Company values its cash equivalents and debt securities utilizing market observable inputs. The Company classified its interest rate swap derivative within Level 2 as the valuation inputs were based on quoted prices and market observable data of similar instruments. As previously discussed, the interest rate swap was terminated in 2013. The Company classified the Warrant derivative within Level 3, because it was valued using the Black-Scholes-Merton valuation model, which had significant unobservable inputs related to historical stock price volatility. This unobservable input reflected the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. This valuation required significant judgment. As previously discussed, the Warrant was settled in 2013. | |
Supplier Concentration Risk Policy | ' |
Supplier concentration: A material part of Monoprice’s business is dependent on two vendors. These unrelated vendors accounted for 15% and 18% of Monoprice’s inventory purchases during the three and nine months ended September 30, 2014, respectively, and 19% of Monoprice's inventory purchases during the period from August 22, 2013 (the date which Monoprice was acquired) to September 30, 2013. As of September 30, 2014 and December 31, 2013, these unrelated vendors accounted for 21% and 20% of Monoprice’s related accounts payable, respectively. | |
New Accounting Pronouncements, Policy | ' |
Recent accounting pronouncements: Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification ("ASC"). The Company considers the applicability and impact of all recent ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position and results of operations. | |
In May 2014, the FASB issued guidance codified in ASC 606, "Revenue from Contracts with Customers," which amends the guidance in former ASC 605 "Revenue Recognition." The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This will be achieved in a five-step process. Enhanced disclosures also will be required. This guidance is effective on a retrospective basis--either to each reporting period presented or with the cumulative effect of initially applying this guidance recognized at the date of initial application--for annual reporting periods, including interim reporting periods within those annual reporting periods, beginning after December 15, 2016. Earlier adoption is not permitted. The Company currently is evaluating the impact of this guidance on its consolidated financial statements. | |
In July 2013, the FASB issued guidance on the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The Company adopted this guidance in the first quarter of 2014, and the adoption did not have a material impact on the Company’s consolidated financial statements. |
Business_Combinations_Tables
Business Combinations (Tables) (Monoprice, Inc) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Monoprice, Inc | ' | |||||||
Summary of Assets Acquired and Liabilities Assumed are Recorded at Their Fair Values as of Acquisition Date | ' | |||||||
Valuations were as follows (in thousands): | ||||||||
Fair Value | ||||||||
Tangible assets acquired | $ | 49,714 | ||||||
Liabilities assumed | (23,623 | ) | ||||||
Identifiable net assets acquired | $ | 26,091 | ||||||
Fair value adjustments to intangible assets: | ||||||||
Customer relationships | $ | 30,900 | ||||||
Trade name | 38,000 | |||||||
Fair value of intangible assets acquired | $ | 68,900 | ||||||
Purchase price: | ||||||||
Cash paid | $ | 182,909 | ||||||
Less identifiable net assets acquired | (26,091 | ) | ||||||
Plus deferred tax liability related to intangible assets | 27,683 | |||||||
Less fair value of intangible assets acquired | (68,900 | ) | ||||||
Excess of purchase price over net assets acquired, allocated to goodwill | $ | 115,601 | ||||||
Pro Forma Financial Information of Acquisitions | ' | |||||||
The following amounts are in thousands: | ||||||||
Three months ended September 30, 2013 | Nine months ended September 30, 2013 | |||||||
Revenue | $ | 145,852 | $ | 496,559 | ||||
Net income (loss) | $ | (6,017 | ) | $ | 26,771 | |||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Summary of Goodwill Activity | ' | |||||||||||||||||||||||||||
The following table presents goodwill by reportable segment (in thousands): | ||||||||||||||||||||||||||||
Search and Content | Tax Preparation | E-Commerce | Total | |||||||||||||||||||||||||
Goodwill as of | December 31, 2013 | $ | 44,815 | $ | 188,541 | $ | 115,601 | $ | 348,957 | |||||||||||||||||||
Addition | 15,097 | — | — | 15,097 | ||||||||||||||||||||||||
Goodwill as of | September 30, 2014 | $ | 59,912 | $ | 188,541 | $ | 115,601 | $ | 364,054 | |||||||||||||||||||
Intangible Assets Other than Goodwill | ' | |||||||||||||||||||||||||||
Intangible assets other than goodwill consisted of the following (in thousands): | ||||||||||||||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||||||||||||||
Gross carrying | Accumulated | Net | Gross carrying | Accumulated | Net | |||||||||||||||||||||||
amount | amortization | amount | amortization | |||||||||||||||||||||||||
Definite-lived intangible assets: | ||||||||||||||||||||||||||||
Customer relationships | $ | 132,500 | $ | (44,491 | ) | $ | 88,009 | $ | 132,500 | $ | (27,740 | ) | $ | 104,760 | ||||||||||||||
Technology | 44,805 | (33,698 | ) | 11,107 | 43,535 | (27,951 | ) | 15,584 | ||||||||||||||||||||
Content | 18,200 | (606 | ) | 17,594 | — | — | — | |||||||||||||||||||||
Other | 6,705 | (6,667 | ) | 38 | 6,705 | (6,667 | ) | 38 | ||||||||||||||||||||
Total definite-lived intangible assets | 202,210 | (85,462 | ) | 116,748 | 182,740 | (62,358 | ) | 120,382 | ||||||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||||||||||
Trade names | 63,399 | — | 63,399 | 57,499 | — | 57,499 | ||||||||||||||||||||||
Other | 183 | — | 183 | 183 | — | 183 | ||||||||||||||||||||||
Total indefinite-lived intangible assets | 63,582 | — | 63,582 | 57,682 | — | 57,682 | ||||||||||||||||||||||
Total | $ | 265,792 | $ | (85,462 | ) | $ | 180,330 | $ | 240,422 | $ | (62,358 | ) | $ | 178,064 | ||||||||||||||
Summary of Amortization Expense | ' | |||||||||||||||||||||||||||
Amortization expense was as follows (in thousands): | ||||||||||||||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
Statement of comprehensive income line item: | ||||||||||||||||||||||||||||
Services cost of revenue | $ | 1,875 | $ | 1,906 | $ | 5,641 | $ | 5,773 | ||||||||||||||||||||
Amortization of intangible assets | 6,118 | 4,184 | 17,463 | 10,521 | ||||||||||||||||||||||||
Total | $ | 7,993 | $ | 6,090 | $ | 23,104 | $ | 16,294 | ||||||||||||||||||||
Information about Expected Amortization of Definite-Lived Intangible Assets | ' | |||||||||||||||||||||||||||
Expected amortization of definite-lived intangible assets held as of September 30, 2014 is presented in the table below (in thousands): | ||||||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | ||||||||||||||||||||||
Services cost of revenue | $ | 1,872 | $ | 7,450 | $ | 621 | $ | — | $ | — | $ | — | $ | 9,943 | ||||||||||||||
Amortization of intangible assets | 6,118 | 21,880 | 17,206 | 17,155 | 16,970 | 27,476 | 106,805 | |||||||||||||||||||||
Total | $ | 7,990 | $ | 29,330 | $ | 17,827 | $ | 17,155 | $ | 16,970 | $ | 27,476 | $ | 116,748 | ||||||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value and Measured on Recurring Basis | ' | ||||||||||||||||
The fair value hierarchy of the Company’s financial assets carried at fair value and measured on a recurring basis was as follows (in thousands): | |||||||||||||||||
Fair value measurements at the reporting date using | |||||||||||||||||
30-Sep-14 | Quoted prices in | Significant other | Significant | ||||||||||||||
active markets | observable | unobservable | |||||||||||||||
using identical assets | inputs | inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Cash equivalents: | |||||||||||||||||
Money market and other funds | $ | 14,012 | $ | — | $ | 14,012 | $ | — | |||||||||
Commercial paper | 5,200 | — | 5,200 | — | |||||||||||||
Time deposits | 1,246 | — | 1,246 | — | |||||||||||||
Corporate bonds | 1,206 | — | 1,206 | — | |||||||||||||
Taxable municipal bonds | 5,675 | — | 5,675 | — | |||||||||||||
Total cash equivalents | 27,339 | — | 27,339 | — | |||||||||||||
Available-for-sale investments: | |||||||||||||||||
Debt securities: | |||||||||||||||||
U.S. government securities | 84,693 | — | 84,693 | — | |||||||||||||
International government securities | 6,619 | — | 6,619 | — | |||||||||||||
Commercial paper | 18,092 | — | 18,092 | — | |||||||||||||
Time deposits | 29,618 | — | 29,618 | — | |||||||||||||
Corporate bonds | 1,533 | — | 1,533 | — | |||||||||||||
Taxable municipal bonds | 75,054 | — | 75,054 | — | |||||||||||||
Total debt securities | 215,609 | — | 215,609 | — | |||||||||||||
Equity securities | 4,591 | 4,591 | — | — | |||||||||||||
Total available-for-sale investments | 220,200 | 4,591 | 215,609 | — | |||||||||||||
Total assets at fair value | $ | 247,539 | $ | 4,591 | $ | 242,948 | $ | — | |||||||||
Fair value measurements at the reporting date using | |||||||||||||||||
December 31, 2013 | Quoted prices in | Significant other | Significant | ||||||||||||||
active markets | observable | unobservable | |||||||||||||||
using identical assets | inputs | inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Cash equivalents: | |||||||||||||||||
U.S. government securities | $ | 6,400 | $ | — | $ | 6,400 | $ | — | |||||||||
Money market and other funds | 9,391 | — | 9,391 | — | |||||||||||||
Commercial paper | 17,999 | — | 17,999 | — | |||||||||||||
Time deposits | 499 | — | 499 | — | |||||||||||||
Taxable municipal bonds | 21,215 | — | 21,215 | — | |||||||||||||
Total cash equivalents | 55,504 | — | 55,504 | — | |||||||||||||
Available-for-sale investments: | |||||||||||||||||
U.S. government securities | 58,114 | — | 58,114 | — | |||||||||||||
Commercial paper | 14,496 | — | 14,496 | — | |||||||||||||
Time deposits | 9,880 | — | 9,880 | — | |||||||||||||
Taxable municipal bonds | 120,990 | — | 120,990 | — | |||||||||||||
Total available-for-sale investments | 203,480 | — | 203,480 | — | |||||||||||||
Total assets at fair value | $ | 258,984 | $ | — | $ | 258,984 | $ | — | |||||||||
Investments Classified as Available-for-Sale | ' | ||||||||||||||||
The cost and fair value of available-for-sale investments were as follows (in thousands): | |||||||||||||||||
Amortized | Gross unrealized | Gross unrealized | Fair | ||||||||||||||
cost | gains | losses | value | ||||||||||||||
Available-for-sale investments as of | September 30, 2014 | ||||||||||||||||
Debt securities | $ | 215,607 | $ | 26 | $ | (24 | ) | $ | 215,609 | ||||||||
Equity securities | 4,424 | 167 | — | 4,591 | |||||||||||||
Total | $ | 220,031 | $ | 193 | $ | (24 | ) | $ | 220,200 | ||||||||
Available-for-sale investments as of | December 31, 2013 | $ | 203,479 | $ | 24 | $ | (23 | ) | $ | 203,480 | |||||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||||||
Schedule of Company's Debt | ' | |||||||||||||||||||||||
The Company’s debt consisted of the following (in thousands): | ||||||||||||||||||||||||
30-Sep-14 | December 31, 2013 | |||||||||||||||||||||||
Principal | Unamortized | Net carrying | Principal | Unamortized | Net carrying | |||||||||||||||||||
amount | discount | value | amount | discount | value | |||||||||||||||||||
Monoprice 2013 credit facility | $ | 44,000 | $ | (206 | ) | $ | 43,794 | $ | 50,000 | $ | (288 | ) | $ | 49,712 | ||||||||||
TaxACT 2013 credit facility | 19,384 | — | 19,384 | 71,384 | — | 71,384 | ||||||||||||||||||
Convertible Senior Notes | 201,250 | (16,996 | ) | 184,254 | 201,250 | (19,667 | ) | 181,583 | ||||||||||||||||
Total debt | $ | 264,634 | $ | (17,202 | ) | $ | 247,432 | $ | 322,634 | $ | (19,955 | ) | $ | 302,679 | ||||||||||
Analysis of Extinguishment or Modification of Debt | ' | |||||||||||||||||||||||
On August 30, 2013, the Company performed an analysis by creditor to determine whether the refinancing would be recorded as an extinguishment or a modification of debt and, as a result of this analysis, recognized a loss on partial extinguishment of debt comprised of the following (in thousands): | ||||||||||||||||||||||||
Refinancing fees paid to creditors, including arrangement fee, classified as extinguishment | $ | 567 | ||||||||||||||||||||||
Deferred financing costs on extinguished debt | 726 | |||||||||||||||||||||||
Debt discount on extinguished debt | 300 | |||||||||||||||||||||||
Total | $ | 1,593 | ||||||||||||||||||||||
Schedule of Total Interest Expense on Convertible Senior Notes | ' | |||||||||||||||||||||||
The following table sets forth total interest expense for the three and nine months ended September 30, 2014 and 2013 related to the Notes (in thousands): | ||||||||||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Contractual interest expense (Cash) | $ | 2,138 | $ | 2,139 | $ | 6,415 | $ | 4,657 | ||||||||||||||||
Amortization of debt issuance costs (Non-cash) | 232 | 216 | 684 | 465 | ||||||||||||||||||||
Accretion of debt discount (Non-cash) | 907 | 843 | 2,671 | 1,816 | ||||||||||||||||||||
Total interest expense | $ | 3,277 | $ | 3,198 | $ | 9,770 | $ | 6,938 | ||||||||||||||||
Effective interest rate of the liability component | 7.32 | % | 7.32 | % | 7.32 | % | 7.32 | % |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||
Stock-Based Compensation Expense | ' | |||||||||||||||
The Company included the following amounts for stock-based compensation expense, which related to stock options, RSUs, and the Company’s employee stock purchase plan (“ESPP”), in the consolidated statements of comprehensive income (in thousands): | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Cost of revenues | $ | 101 | $ | 94 | $ | 373 | $ | 541 | ||||||||
Engineering and technology | 568 | 370 | 1,312 | 942 | ||||||||||||
Sales and marketing | 74 | 649 | 1,715 | 1,652 | ||||||||||||
General and administrative | 1,865 | 2,139 | 5,574 | 5,355 | ||||||||||||
Total | $ | 2,608 | $ | 3,252 | $ | 8,974 | $ | 8,490 | ||||||||
Excluded and capitalized as part of internal-use software | $ | 26 | $ | 34 | $ | 80 | $ | 68 | ||||||||
Shares Issued under Share Based Compensation | ' | |||||||||||||||
Total net shares issued for stock options exercised, RSUs vested, and shares purchased pursuant to the ESPP were as follows (in thousands): | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Stock options exercised | 74 | 39 | 214 | 157 | ||||||||||||
RSUs vested | 79 | 70 | 284 | 294 | ||||||||||||
Shares purchased pursuant to ESPP | 49 | 48 | 85 | 84 | ||||||||||||
Total | 202 | 157 | 583 | 535 | ||||||||||||
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Information on Reportable Segments for Reconciliation to Consolidated Net Income | ' | |||||||||||||||
Information on reportable segments currently presented to the Company’s chief operating decision maker and a reconciliation to consolidated net income are presented below (in thousands): | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues: | ||||||||||||||||
Search and Content | $ | 74,416 | $ | 107,742 | $ | 260,999 | $ | 302,840 | ||||||||
Tax Preparation | 2,469 | 1,749 | 101,200 | 89,170 | ||||||||||||
E-Commerce | 37,970 | 14,630 | 110,408 | 14,630 | ||||||||||||
Total revenues | 114,855 | 124,121 | 472,607 | 406,640 | ||||||||||||
Operating income (loss): | ||||||||||||||||
Search and Content | 12,709 | 21,319 | 45,971 | 57,501 | ||||||||||||
Tax Preparation | (1,859 | ) | (1,605 | ) | 52,754 | 43,617 | ||||||||||
E-Commerce | 3,336 | 906 | 9,192 | 906 | ||||||||||||
Corporate-level activity | (15,510 | ) | (14,493 | ) | (46,851 | ) | (38,261 | ) | ||||||||
Total operating income (loss) | (1,324 | ) | 6,127 | 61,066 | 63,763 | |||||||||||
Other loss, net | (3,208 | ) | (13,118 | ) | (11,001 | ) | (20,427 | ) | ||||||||
Income tax benefit (expense) | 2,294 | 510 | (17,579 | ) | (17,803 | ) | ||||||||||
Net income (loss) | $ | (2,238 | ) | $ | (6,481 | ) | $ | 32,486 | $ | 25,533 | ||||||
Net_Income_Per_Share_Tables
Net Income Per Share (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Summary of Dilutive Effect for Awards with Exercise Price Less Than Average Stock Price | ' | |||||||||||
Weighted average shares were as follows (in thousands): | ||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
Weighted average common shares outstanding, basic | 41,034 | 41,088 | 41,589 | 41,048 | ||||||||
Dilutive potential common shares | — | — | 1,714 | 1,830 | ||||||||
Weighted average common shares outstanding, diluted | 41,034 | 41,088 | 43,303 | 42,878 | ||||||||
Shares excluded | 5,302 | 5,893 | 940 | 946 | ||||||||
The_Company_and_Basis_of_Prese1
The Company and Basis of Presentation - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2014 | |
Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of Reportable Segments | 3 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Vendor | Supplier concentration risk | Supplier concentration risk | Supplier concentration risk | Supplier concentration risk | Supplier concentration risk | Warrant | Warrant | ||
Inventory | Inventory | Inventory | Accounts payable | Accounts payable | |||||
Summary Of Significant Accounting Policy [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on derivative instrument | $0 | $5,931 | ' | ' | ' | ' | ' | $4,000 | $5,900 |
Number of vendors | 2 | ' | ' | ' | ' | ' | ' | ' | ' |
Unrelated vendors, percentage | ' | ' | 19.00% | 15.00% | 18.00% | 21.00% | 20.00% | ' | ' |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | 31-May-12 | 30-May-14 | 30-May-14 | 30-May-14 | 30-May-14 | 30-May-14 | 30-May-14 | Aug. 22, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Aug. 22, 2013 | Aug. 22, 2013 | Aug. 22, 2013 | Aug. 22, 2013 | Aug. 22, 2013 | Aug. 22, 2013 | Aug. 22, 2013 | Oct. 04, 2013 | Oct. 04, 2013 | 30-May-14 |
Stock Option | HSW | HSW | HSW | HSW | HSW | HSW | Monoprice, Inc | Monoprice, Inc | Monoprice, Inc | Monoprice, Inc | Monoprice, Inc | Monoprice, Inc | Monoprice, Inc | Monoprice, Inc | Monoprice, Inc | Monoprice, Inc | Balance Financial | Balance Financial | Trade Names | |||
Media Content | Media Content | Proprietary Technology | Proprietary Technology | Stock Option | RSUs vested | Performance-based restricted stock units (PSUs) | Business To Consumer Customer Relationships | Business To Business Customer Relationships | Personal Property Assets | HSW | ||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid for acquisition | ' | ' | ' | $44,900,000 | ' | ' | ' | ' | ' | $182,909,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,900,000 | ' | ' |
Business acquisition identifiable net assets acquired | ' | ' | ' | ' | 4,500,000 | ' | ' | ' | ' | ' | ' | ' | 26,091,000 | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' |
Business acquisition Identifiable net asset acquired consisting intangible assets and deferred tax | ' | ' | ' | ' | 25,400,000 | ' | 18,200,000 | ' | 1,300,000 | ' | ' | ' | 68,900,000 | ' | ' | ' | ' | ' | ' | ' | 800,000 | 5,900,000 |
Estimates lives of acquired intangible assets | ' | ' | ' | ' | ' | '10 years | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | '7 years | '6 years | ' | ' | ' |
Goodwill acquired | 364,054,000 | 348,957,000 | ' | ' | 15,100,000 | ' | ' | ' | ' | ' | ' | ' | 115,601,000 | ' | ' | ' | ' | ' | ' | ' | 3,100,000 | ' |
Date of acquisition | ' | ' | ' | 30-May-14 | ' | ' | ' | ' | ' | 22-Aug-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4-Oct-13 | ' | ' |
Indemnifications related to general representations and warranties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 | ' |
Escrow period expire date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4-Apr-15 | ' | ' |
Working capital adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options, restricted stock units and performance stock units granted during the period to Monoprice employees | ' | ' | 190,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,152 | 126,259 | 243,750 | ' | ' | ' | ' | ' | ' |
Change in amount of liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross contractual amount of trade accounts receivable acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of deferred revenue acquiree | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Book value of deferred revenue prior to acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business_Combinations_Summary_
Business Combinations - Summary of Assets Acquired and Liabilities Assumed are Recorded at Their Fair Values as of Acquisition Date (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Aug. 22, 2013 | Aug. 22, 2013 | Aug. 22, 2013 | Aug. 22, 2013 |
In Thousands, unless otherwise specified | Monoprice, Inc | Monoprice, Inc | Monoprice, Inc | Monoprice, Inc | ||
Customer relationships | Trade name | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Tangible assets acquired | ' | ' | ' | $49,714 | ' | ' |
Liabilities assumed | ' | ' | ' | -23,623 | ' | ' |
Identifiable net assets acquired | ' | ' | ' | 26,091 | ' | ' |
Fair value adjustments to intangible assets: | ' | ' | ' | ' | ' | ' |
Fair value of intangible assets acquired | ' | ' | ' | 68,900 | 30,900 | 38,000 |
Cash paid | ' | ' | 182,909 | ' | ' | ' |
Less identifiable net assets acquired | ' | ' | ' | -26,091 | ' | ' |
Plus deferred tax liability related to intangible assets | ' | ' | ' | 27,683 | ' | ' |
Less fair value of intangible assets acquired | ' | ' | ' | -68,900 | -30,900 | -38,000 |
Excess of purchase price over net assets acquired, allocated to goodwill | $364,054 | $348,957 | ' | $115,601 | ' | ' |
Business_Combinations_Pro_Form
Business Combinations - Pro Forma Financial Information of Acquisitions (Detail) (Monoprice, Inc, USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 |
Monoprice, Inc | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Revenue | $145,852 | $496,559 |
Net income | ($6,017) | $26,771 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Summary of Goodwill Activity (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Goodwill [Line Items] | ' |
Goodwill as of December 31, 2013 | $348,957 |
Addition | 15,097 |
Goodwill as of September 30, 2014 | 364,054 |
Search and Content | ' |
Goodwill [Line Items] | ' |
Goodwill as of December 31, 2013 | 44,815 |
Addition | 15,097 |
Goodwill as of September 30, 2014 | 59,912 |
Tax Preparation | ' |
Goodwill [Line Items] | ' |
Goodwill as of December 31, 2013 | 188,541 |
Addition | 0 |
Goodwill as of September 30, 2014 | 188,541 |
E-Commerce | ' |
Goodwill [Line Items] | ' |
Goodwill as of December 31, 2013 | 115,601 |
Addition | 0 |
Goodwill as of September 30, 2014 | $115,601 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Intangible Assets Other than Goodwill (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Definite-lived intangible assets, Gross carrying amount | $202,210 | $182,740 |
Definite-lived intangible assets, Accumulated amortization | -85,462 | -62,358 |
Definite-lived intangible assets, net | 116,748 | 120,382 |
Indefinite-lived intangible assets, Gross carrying amount | 63,582 | 57,682 |
Indefinite-lived intangible assets, Accumulated amortization | 0 | 0 |
Indefinite-lived intangible assets, net | 63,582 | 57,682 |
Gross carrying amount, Total | 265,792 | 240,422 |
Accumulated amortization, Total | -85,462 | -62,358 |
Other intangible assets, net, Total | 180,330 | 178,064 |
Trade Names | ' | ' |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Indefinite-lived intangible assets, Gross carrying amount | 63,399 | 57,499 |
Indefinite-lived intangible assets, Accumulated amortization | 0 | 0 |
Indefinite-lived intangible assets, net | 63,399 | 57,499 |
Other | ' | ' |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Indefinite-lived intangible assets, Gross carrying amount | 183 | 183 |
Indefinite-lived intangible assets, Accumulated amortization | 0 | 0 |
Indefinite-lived intangible assets, net | 183 | 183 |
Customer relationships | ' | ' |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Definite-lived intangible assets, Gross carrying amount | 132,500 | 132,500 |
Definite-lived intangible assets, Accumulated amortization | -44,491 | -27,740 |
Definite-lived intangible assets, net | 88,009 | 104,760 |
Technology | ' | ' |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Definite-lived intangible assets, Gross carrying amount | 44,805 | 43,535 |
Definite-lived intangible assets, Accumulated amortization | -33,698 | -27,951 |
Definite-lived intangible assets, net | 11,107 | 15,584 |
Media Content | ' | ' |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Definite-lived intangible assets, Gross carrying amount | 18,200 | 0 |
Definite-lived intangible assets, Accumulated amortization | -606 | 0 |
Definite-lived intangible assets, net | 17,594 | 0 |
Other | ' | ' |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Definite-lived intangible assets, Gross carrying amount | 6,705 | 6,705 |
Definite-lived intangible assets, Accumulated amortization | -6,667 | -6,667 |
Definite-lived intangible assets, net | $38 | $38 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Summary of Amortized Expense (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortization expense | $7,993 | $6,090 | $23,104 | $16,294 |
Services cost of revenues | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortization expense | 1,875 | 1,906 | 5,641 | 5,773 |
Amortization of intangible assets | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortization expense | $6,118 | $4,184 | $17,463 | $10,521 |
Goodwill_and_Other_Intangible_5
Goodwill and Other Intangible Assets - Information about Expected Amortization of Definite-Lived Intangible Assets (Detail) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Finite-Lived Intangible Assets [Line Items] | ' |
2014 | $7,990 |
2015 | 29,330 |
2016 | 17,827 |
2017 | 17,155 |
2018 | 16,970 |
Thereafter | 27,476 |
Total | 116,748 |
Services cost of revenues | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
2014 | 1,872 |
2015 | 7,450 |
2016 | 621 |
2017 | 0 |
2018 | 0 |
Thereafter | 0 |
Total | 9,943 |
Amortization of intangible assets | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
2014 | 6,118 |
2015 | 21,880 |
2016 | 17,206 |
2017 | 17,155 |
2018 | 16,970 |
Thereafter | 27,476 |
Total | $106,805 |
Goodwill_and_Other_Intangible_6
Goodwill and Other Intangible Assets - Additional Information (Detail) (Weighted average) | 9 Months Ended |
Sep. 30, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ' |
Weighted average amortization period for definite-lived intangible assets | '65 months |
Customer relationships | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Weighted average amortization period for definite-lived intangible assets | '61 months |
Technology intangible assets | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Weighted average amortization period for definite-lived intangible assets | '19 months |
Media Content | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Weighted average amortization period for definite-lived intangible assets | '116 months |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value and Measured on Recurring Basis (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | $215,609 | $203,480 |
Available-for-sale Securities, Equity Securities, Fair Value | 4,591 | ' |
Total available-for-sale securities | 220,200 | ' |
Fair value measurements, Recurring | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 27,339 | 55,504 |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 215,609 | ' |
Available-for-sale Securities, Equity Securities, Fair Value | 4,591 | ' |
Total available-for-sale securities | 220,200 | 203,480 |
Total assets at fair value | 247,539 | 258,984 |
Fair value measurements, Recurring | Foreign Government Debt Securities [Member] | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 6,619 | ' |
Fair value measurements, Recurring | US Government Agencies Debt Securities | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 84,693 | 58,114 |
Fair value measurements, Recurring | Commercial paper | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 18,092 | 14,496 |
Fair value measurements, Recurring | Time deposits | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 29,618 | 9,880 |
Fair value measurements, Recurring | Corporate Bond Securities [Member] | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 1,533 | ' |
Fair value measurements, Recurring | Taxable municipal bonds | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 75,054 | 120,990 |
Fair value measurements, Recurring | Corporate Bond Securities [Member] | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 1,206 | ' |
Fair value measurements, Recurring | US Government Agencies Debt Securities | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | ' | 6,400 |
Fair value measurements, Recurring | Money market and other funds | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 14,012 | 9,391 |
Fair value measurements, Recurring | Commercial paper | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 5,200 | 17,999 |
Fair value measurements, Recurring | Time deposits | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 1,246 | 499 |
Fair value measurements, Recurring | Taxable municipal bonds | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 5,675 | 21,215 |
Fair value measurements, Recurring | Fair Value, Inputs, Level 1 | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 0 | 0 |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 0 | ' |
Available-for-sale Securities, Equity Securities, Fair Value | 4,591 | ' |
Total available-for-sale securities | 4,591 | 0 |
Total assets at fair value | 4,591 | 0 |
Fair value measurements, Recurring | Fair Value, Inputs, Level 1 | Foreign Government Debt Securities [Member] | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 0 | ' |
Fair value measurements, Recurring | Fair Value, Inputs, Level 1 | US Government Agencies Debt Securities | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 0 | 0 |
Fair value measurements, Recurring | Fair Value, Inputs, Level 1 | Commercial paper | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 0 | 0 |
Fair value measurements, Recurring | Fair Value, Inputs, Level 1 | Time deposits | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 0 | 0 |
Fair value measurements, Recurring | Fair Value, Inputs, Level 1 | Corporate Bond Securities [Member] | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 0 | ' |
Fair value measurements, Recurring | Fair Value, Inputs, Level 1 | Taxable municipal bonds | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 0 | 0 |
Fair value measurements, Recurring | Fair Value, Inputs, Level 1 | Corporate Bond Securities [Member] | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 0 | ' |
Fair value measurements, Recurring | Fair Value, Inputs, Level 1 | US Government Agencies Debt Securities | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | ' | 0 |
Fair value measurements, Recurring | Fair Value, Inputs, Level 1 | Money market and other funds | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 0 | 0 |
Fair value measurements, Recurring | Fair Value, Inputs, Level 1 | Commercial paper | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 0 | 0 |
Fair value measurements, Recurring | Fair Value, Inputs, Level 1 | Time deposits | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 0 | 0 |
Fair value measurements, Recurring | Fair Value, Inputs, Level 1 | Taxable municipal bonds | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 0 | 0 |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 27,339 | 55,504 |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 215,609 | ' |
Available-for-sale Securities, Equity Securities, Fair Value | 0 | ' |
Total available-for-sale securities | 215,609 | 203,480 |
Total assets at fair value | 242,948 | 258,984 |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | Foreign Government Debt Securities [Member] | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 6,619 | ' |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | US Government Agencies Debt Securities | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 84,693 | 58,114 |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | Commercial paper | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 18,092 | 14,496 |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | Time deposits | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 29,618 | 9,880 |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | Corporate Bond Securities [Member] | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 1,533 | ' |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | Taxable municipal bonds | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 75,054 | 120,990 |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | Corporate Bond Securities [Member] | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 1,206 | ' |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | US Government Agencies Debt Securities | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | ' | 6,400 |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | Money market and other funds | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 14,012 | 9,391 |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | Commercial paper | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 5,200 | 17,999 |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | Time deposits | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 1,246 | 499 |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | Taxable municipal bonds | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 5,675 | 21,215 |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 0 | 0 |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 0 | ' |
Available-for-sale Securities, Equity Securities, Fair Value | 0 | ' |
Total available-for-sale securities | 0 | 0 |
Total assets at fair value | 0 | 0 |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | Foreign Government Debt Securities [Member] | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 0 | ' |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | US Government Agencies Debt Securities | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 0 | 0 |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | Commercial paper | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 0 | 0 |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | Time deposits | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 0 | 0 |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | Corporate Bond Securities [Member] | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 0 | ' |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | Taxable municipal bonds | ' | ' |
Available-for-sale securities: | ' | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 0 | 0 |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | Corporate Bond Securities [Member] | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 0 | ' |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | US Government Agencies Debt Securities | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | ' | 0 |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | Money market and other funds | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 0 | 0 |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | Commercial paper | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 0 | 0 |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | Time deposits | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | 0 | 0 |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | Taxable municipal bonds | ' | ' |
Cash equivalents: | ' | ' |
Total cash equivalents | $0 | $0 |
Fair_Value_Measurements_Invest
Fair Value Measurements - Investments Classified as Available-for-Sale (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Available-for-sale Securities, Balance Sheet, Reported Amounts [Abstract] | ' | ' |
Available-for-sale Debt Securities, Amortized Cost | $215,607 | $203,479 |
Available-for-sale Equity Securities, Amortized Cost | 4,424 | ' |
Available-for-sale Investments, Amortized Cost | 220,031 | ' |
Available for sale Investments, Debt Securities, Gross Unrealized Gain | 26 | 24 |
Available for sale Investments, Equity Securities, Gross Unrealized Gain | 167 | ' |
Available-for-sale Investments,Unrealized Gross Gain | 193 | ' |
Available for sale Investments, Debt Securities, Gross Unrealized Loss | -24 | -23 |
Available for sale Investments, Equity Securities, Gross Unrealized Loss | 0 | ' |
Available-for-sale Investments, Gross Unrealized Loss, | 24 | ' |
Available-for-sale Securities, Debt Securities, Fair Value | 215,609 | 203,480 |
Available-for-sale Securities, Equity Securities, Fair Value | 4,591 | ' |
Available-for-sale Investments, Fair Value | $220,200 | ' |
Debt_Schedule_of_Companys_Debt
Debt - Schedule of Company's Debt (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Unamortized discount | ($17,202) | ($19,955) |
Net carrying value | 247,432 | 302,679 |
Long-term Debt, Gross | 264,634 | 322,634 |
Monoprice Credit Facility | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Unamortized discount | -206 | -288 |
Net carrying value | 43,794 | 49,712 |
Long-term Debt, Gross | 44,000 | 50,000 |
TaxACT 2013 credit facility | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Unamortized discount | 0 | 0 |
Net carrying value | 19,384 | 71,384 |
Long-term Debt, Gross | 19,384 | 71,384 |
Convertible Senior Notes | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Unamortized discount | -16,996 | -19,667 |
Net carrying value | 184,254 | 181,583 |
Long-term Debt, Gross | $201,250 | $201,250 |
Debt_Monoprice_2013_Credit_Fac
Debt - Monoprice 2013 Credit Facility - Additional Information (Detail) (Monoprice, Inc, USD $) | 0 Months Ended | 9 Months Ended | ||
Nov. 22, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Nov. 22, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Agreement date | 22-Nov-13 | ' | ' | ' |
Credit facility | ' | ' | ' | $70,000,000 |
Maturity date of credit facility | 22-Nov-18 | ' | ' | ' |
Principal amount | ' | ' | 50,000,000 | ' |
Minimum credit facility aggregate principal amount due | 1,000,000 | ' | ' | ' |
Debt paid | ' | 6,000,000 | ' | ' |
Interest rate description | 'The interest rate on amounts borrowed under the credit facility is variable, based upon, at the election of Monoprice, either LIBOR plus a margin of between 2.75% and 3.25%, payable as of the end of each interest period, or a variable rate plus a margin of between 1.75% and 2.25%, payable quarterly in arrears. In each case, the applicable margin within the range depends upon Monoprice’s ratio of leverage to EBITDA over the previous four quarters. | ' | ' | ' |
Revolver Under Credit Facility | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Credit facility | 30,000,000 | ' | ' | 30,000,000 |
Letter of Credit | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Credit facility | 5,000,000 | ' | ' | 5,000,000 |
Term Loan | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Credit facility | 40,000,000 | ' | ' | 40,000,000 |
Swing Line Loans | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Credit facility | ' | ' | ' | 5,000,000 |
Minimum credit facility aggregate principal amount due | $100,000 | ' | ' | ' |
Minimum | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Variable interest rate | 1.75% | ' | ' | ' |
Minimum | London Interbank Offered Rate (LIBOR) | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Variable interest rate | 2.75% | ' | ' | ' |
Maximum | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Variable interest rate | 2.25% | ' | ' | ' |
Maximum | London Interbank Offered Rate (LIBOR) | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Variable interest rate | 3.25% | ' | ' | ' |
Debt_TaxAct_2013_Credit_Facili
Debt - TaxAct 2013 Credit Facility - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | 9 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||
Sep. 30, 2013 | Aug. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Dec. 31, 2012 | Aug. 31, 2013 | Aug. 30, 2013 | Aug. 30, 2013 | Aug. 30, 2013 | Aug. 30, 2013 | Aug. 30, 2013 | Aug. 30, 2013 | Aug. 30, 2013 | Aug. 30, 2013 | Aug. 30, 2013 | Aug. 30, 2013 | |
TaxACT 2013 credit facility | TaxACT 2013 credit facility | TaxACT 2013 credit facility | TaxACT 2013 credit facility | TaxACT 2013 credit facility | Tax Act Two Thousand Twelve Credit Facility [Member] | Tax Act Two Thousand Twelve Credit Facility [Member] | Tax Act Two Thousand Twelve Credit Facility [Member] | Swing Line Loans | Letter of Credit | Revolving Credit Facility | 30-Aug-14 | 30-Aug-15 | 30-Aug-16 | Minimum | Minimum | Maximum | Maximum | ||
TaxACT 2013 credit facility | TaxACT 2013 credit facility | TaxACT 2013 credit facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | TaxACT 2013 credit facility | London Interbank Offered Rate (LIBOR) | TaxACT 2013 credit facility | London Interbank Offered Rate (LIBOR) | ||||||||||
TaxACT 2013 credit facility | TaxACT 2013 credit facility | TaxACT 2013 credit facility | TaxACT 2013 credit facility | TaxACT 2013 credit facility | |||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance Date | ' | 30-Aug-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount | ' | ' | ' | $71,400,000 | $6,000,000 | $65,400,000 | ' | $100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment Activities | ' | ' | 52,000,000 | ' | ' | ' | 10,000,000 | 25,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Refinance Of Debt Facility | ' | ' | ' | ' | ' | ' | ' | ' | 64,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Maturity Date | 10-Sep-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | 5,000,000 | 100,000,000 | 90,000,000 | 80,000,000 | 70,000,000 | ' | ' | ' | ' |
Expiration Date | ' | 30-Aug-18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Periodic Payment, Principal | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Periodic Payment, Principal multiple | ' | $1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75% | 1.75% | 1.50% | 2.50% |
Debt_Analysis_of_Extinguishmen
Debt - Analysis of Extinguishment or Modification of Debt (Detail) (USD $) | 0 Months Ended | 9 Months Ended | ||
Aug. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' | ' | ' | ' |
Refinancing fees paid to creditors, including arrangement fee, classified as extinguishment | $567,000 | ' | ' | ' |
Deferred financing costs on extinguished debt | 726,000 | ' | ' | ' |
Debt discount on extinguished debt | 300,000 | ' | ' | ' |
Total | 1,593,000 | 0 | 1,593,000 | ' |
Deferred Finance Costs and Unamortized Discount | 700,000 | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | $17,202,000 | ' | $19,955,000 |
Debt_Convertible_Senior_Notes_
Debt - Convertible Senior Notes - Additional Information (Detail) (USD $) | 9 Months Ended | 0 Months Ended | 0 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Mar. 15, 2013 | Mar. 15, 2013 | Mar. 15, 2013 | Mar. 15, 2013 | |
Senior Convertible Notes | Senior Convertible Notes | Scenario 1 | Scenario 2 | |||
D | ||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Issuance Date | ' | ' | 15-Mar-13 | ' | ' | ' |
Debt Instrument, Maturity Date | 1-Apr-19 | ' | 1-Apr-19 | ' | ' | ' |
Date of First Required Payment | ' | ' | 1-Oct-13 | ' | ' | ' |
Net of Issuance Costs | ' | ' | $194,800,000 | ' | ' | ' |
Convertible, Earliest Date | ' | ' | 1-Jul-13 | ' | ' | ' |
Convertible, Trading Days | ' | ' | ' | ' | 20 | ' |
Convertible, Threshold Consecutive Trading Days | ' | ' | ' | ' | '30 days | '5 days |
Threshold Percentage of Stock Price Trigger | ' | ' | ' | ' | 130.00% | 98.00% |
Convertible, Latest Date | ' | ' | 28-Mar-19 | ' | ' | ' |
Conversion Ratio | ' | ' | 0.0461723 | ' | ' | ' |
Conversion Price | ' | ' | ' | $21.66 | ' | ' |
Redemption Period, Start Date | ' | ' | 6-Apr-16 | ' | ' | ' |
Redemption Price, Percentage of Principal Amount Redeemed | ' | ' | 100.00% | ' | ' | ' |
Convertible Effective Interest Rate | ' | ' | 6.50% | ' | ' | ' |
Convertible, Carrying Amount of Equity Component | ' | ' | ' | 22,300,000 | ' | ' |
Debt issuance costs | ' | 6,432,000 | 6,400,000 | ' | ' | ' |
Debt Issuance Costs Liability Component | ' | ' | 5,700,000 | ' | ' | ' |
Debt Instrument, Convertible, Remaining Discount Amortization Period | ' | ' | '6 years | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | 201,250,000 | ' | ' |
Debt Instrument Additional Issued Principal Amount | ' | ' | ' | $26,250,000 | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | 4.25% | ' | ' |
Debt Instrument, Frequency of Periodic Payment | ' | ' | 'semi-annually | ' | ' | ' |
Debt_Schedule_of_Total_Interes
Debt - Schedule of Total Interest Expense on Convertible Senior Notes (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Amortization of debt issuance costs | ' | ' | $853,000 | $841,000 |
Accretion of debt discount (Non-cash) | ' | ' | 2,753,000 | 1,972,000 |
Senior Convertible Notes | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Contractual interest expense (Cash) | 2,138,000 | 2,139,000 | 6,415,000 | 4,657,000 |
Amortization of debt issuance costs | 232,000 | 216,000 | 684,000 | 465,000 |
Accretion of debt discount (Non-cash) | 907,000 | 843,000 | 2,671,000 | 1,816,000 |
Total interest expense | 3,277,000 | 3,198,000 | 9,770,000 | 6,938,000 |
Effective interest rate of the liability component | 7.32% | 7.32% | 7.32% | 7.32% |
Fair Value, Inputs, Level 1 | Senior Convertible Notes | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Fair Value of principal amount of notes | $202,000,000 | ' | $202,000,000 | ' |
Debt_Parenthetical_Information
Debt - Parenthetical Information (Details) | 0 Months Ended | ||
Mar. 15, 2013 | Nov. 22, 2013 | Aug. 30, 2013 | |
Senior Convertible Notes | Monoprice, Inc | TaxACT 2013 credit facility | |
Debt Instrument [Line Items] | ' | ' | ' |
Frequency of Payment and Payment Terms | ' | 'Monoprice has the right to permanently reduce, without premium or penalty, the entire credit facility at any time or portions of the credit facility in an aggregate principal amount not less than $1.0 million or any whole multiple of $1.0 million in excess thereof (for swingline loans, the aggregate principal amount is not less than $0.1 million and any whole multiple of $0.1 million in excess thereof). | 'TaxACT has the right to permanently reduce, without premium or penalty, the entire credit facility at any time or portions of the credit facility in an aggregate principal amount not less than $3.0 million or any whole multiple of $1.0 million in excess thereof. |
Interest rate description | ' | 'The interest rate on amounts borrowed under the credit facility is variable, based upon, at the election of Monoprice, either LIBOR plus a margin of between 2.75% and 3.25%, payable as of the end of each interest period, or a variable rate plus a margin of between 1.75% and 2.25%, payable quarterly in arrears. In each case, the applicable margin within the range depends upon Monoprice’s ratio of leverage to EBITDA over the previous four quarters. | 'The interest rate on amounts borrowed under the credit facility is variable, based upon, at the election of TaxACT, either LIBOR plus a margin of between 1.75% and 2.5%, or a Base Rate plus a margin of between 0.75% and 1.5%, and payable as of the end of each interest period. In each case, the applicable margin within the range depends upon TaxACT’s ratio of leverage to EBITDA over the previous four quarters. |
Convertible, Terms of Conversion Feature | 'Beginning July 1, 2013 and prior to the close of business on September 28, 2018, holders may convert all or a portion of the Notes at their option, in multiples of $1,000 principal amount, under the following circumstances:During any fiscal quarter commencing July 1, 2013, if the last reported sale price of the Company’s common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day. Based on this, the Notes were convertible through March 31, 2014, but none were converted as of that date. As of March 31, 2014, the Notes were not convertible.During the five business day period after any five consecutive trading day period (the “measurement periodâ€) in which the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price of the Company’s common stock and the conversion rate on each trading day.If the Company calls any or all of the Notes for redemption.Upon the occurrence of specified corporate events, including a merger or a sale of all or substantially all of the Company’s assets. | ' | ' |
Redemption, Description | 'Beginning April 6, 2016, the Company may, at its option, redeem for cash all or part of the Notes plus accrued and unpaid interest. If the Company undergoes a fundamental change (as described in the Indenture), holders may require the Company to repurchase for cash all or part of their Notes in principal amounts of $1,000 or an integral multiple thereof. The fundamental change repurchase price will be equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest. | ' | ' |
Stockholders_Equity_StockBased
Stockholders' Equity - Stock-Based Compensation Expense (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | $2,608 | $3,252 | $8,974 | $8,490 |
Excluded and capitalized as part of internal-use software | 26 | 34 | 80 | 68 |
Services cost of revenues | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 101 | 94 | 373 | 541 |
Engineering and technology | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 568 | 370 | 1,312 | 942 |
Sales and marketing | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 74 | 649 | 1,715 | 1,652 |
General and administrative | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | $1,865 | $2,139 | $5,574 | $5,355 |
Stockholders_Equity_Shares_Iss
Stockholders' Equity - Shares Issued under Share Based Compensation (Detail) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock options exercised | 74 | 39 | 214 | 157 |
Total | 202 | 157 | 583 | 535 |
RSUs vested | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
RSUs vested | 79 | 70 | 284 | 294 |
Shares purchased pursuant to ESPP | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Shares purchased pursuant to ESPP | 49 | 48 | 85 | 84 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Aug. 23, 2014 | Nov. 21, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Nov. 21, 2013 | Aug. 23, 2011 | 31-May-12 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Stock Option | Awards vested [Member] | Awards vested [Member] | Awards vested [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares options granted | ' | ' | ' | ' | ' | ' | 190,000 | ' | ' | ' |
Stock-based compensation expense | ' | ' | ' | ' | ' | ' | ' | $500,000 | $300,000 | $500,000 |
Warrants issued to purchase common stock | ' | ' | ' | ' | 1,000,000 | 1,000,000 | ' | ' | ' | ' |
Warrant exercise price | ' | ' | ' | ' | ' | $9.62 | ' | ' | ' | ' |
Warrant Expiry Date | 23-Aug-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant's extended expiry period | 'August 23, 2017 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant exercise price | ' | 9,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of available common stock, authorized amount | ' | ' | 85,000,000 | ' | ' | ' | ' | ' | ' | ' |
Shares repurchased under stock repurchase program | ' | ' | 1,700,000 | ' | ' | ' | ' | ' | ' | ' |
Average Price Per Share | ' | ' | $17.68 | ' | ' | ' | ' | ' | ' | ' |
Stock repurchase program remaining authorized repurchase amount | ' | ' | 45,200,000 | ' | ' | ' | ' | ' | ' | ' |
Stock repurchased value exclusive of purchase and administrative costs | ' | ' | $29,900,000 | $10,000,000 | ' | ' | ' | ' | ' | ' |
Segment_Information_Informatio
Segment Information - Information on Reportable Segments for Reconciliation to Consolidated Net Income (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenues | ' | ' | ' | ' |
Total revenues | $114,855 | $124,121 | $472,607 | $406,640 |
Operating income: | ' | ' | ' | ' |
Total operating income | -1,324 | 6,127 | 61,066 | 63,763 |
Other loss, net | -3,208 | -13,118 | -11,001 | -20,427 |
Income tax benefit (expense) | 2,294 | 510 | -17,579 | -17,803 |
Net income (loss) | -2,238 | -6,481 | 32,486 | 25,533 |
Operating Segments | Search and Content | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' |
Total revenues | 74,416 | 107,742 | 260,999 | 302,840 |
Operating income: | ' | ' | ' | ' |
Total operating income | 12,709 | 21,319 | 45,971 | 57,501 |
Operating Segments | Tax Preparation | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' |
Total revenues | 2,469 | 1,749 | 101,200 | 89,170 |
Operating income: | ' | ' | ' | ' |
Total operating income | -1,859 | -1,605 | 52,754 | 43,617 |
Operating Segments | E-Commerce | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' |
Total revenues | 37,970 | 14,630 | 110,408 | 14,630 |
Operating income: | ' | ' | ' | ' |
Total operating income | 3,336 | 906 | 9,192 | 906 |
Operating Segments | Corporate-level activity [Member] | ' | ' | ' | ' |
Operating income: | ' | ' | ' | ' |
Total operating income | ($15,510) | ($14,493) | ($46,851) | ($38,261) |
Net_Income_Per_Share_Summary_o
Net Income Per Share - Summary of Dilutive Effect for Awards with Exercise Price Less than Average Stock Price (Detail) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Weighted average common shares outstanding, basic | 41,034 | 41,088 | 41,589 | 41,048 |
Dilutive potential common shares | 0 | 0 | 1,714 | 1,830 |
Weighted average common shares outstanding, diluted | 41,034 | 41,088 | 43,303 | 42,878 |
Shares excluded | 5,302 | 5,893 | 940 | 946 |
Net_Income_Per_Share_Additiona
Net Income Per Share - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Weighted average common shares outstanding, basic | 41,034 | 41,088 | 41,589 | 41,048 |
Convertible senior notes, maturity date | ' | ' | 1-Apr-19 | ' |
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 0 | 1,714 | 1,830 |
Weighted average common shares outstanding, diluted | 41,034 | 41,088 | 43,303 | 42,878 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,302 | 5,893 | 940 | 946 |