Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Feb. 20, 2015 | Jun. 30, 2014 |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | BCOR | ||
Entity Registrant Name | BLUCORA, INC. | ||
Entity Central Index Key | 1068875 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 41,044,048 | ||
Entity Public Float | $735.30 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $46,444 | $130,225 |
Available-for-sale investments | 254,854 | 203,480 |
Accounts receivable, net of allowance of $67 and $62 | 30,988 | 48,081 |
Other receivables | 3,295 | 8,292 |
Inventories | 29,246 | 28,826 |
Prepaid expenses and other current assets, net | 13,477 | 9,774 |
Total current assets | 378,304 | 428,678 |
Property and equipment, net | 15,942 | 16,108 |
Goodwill, net | 304,658 | 348,957 |
Other intangible assets, net | 168,919 | 178,064 |
Other long-term assets | 4,891 | 6,223 |
Total assets | 872,714 | 978,030 |
Current liabilities: | ||
Accounts payable | 37,755 | 61,268 |
Accrued expenses and other current liabilities | 21,505 | 31,109 |
Deferred revenue | 7,884 | 7,510 |
Short-term portion of long-term debt, net | 7,914 | 7,903 |
Convertible senior notes, net | 0 | 181,583 |
Total current liabilities | 75,058 | 289,373 |
Long-term liabilities: | ||
Long-term debt, net | 85,835 | 113,193 |
Convertible senior notes, net | 185,177 | 0 |
Deferred tax liability, net | 42,963 | 56,861 |
Deferred revenue | 1,915 | 1,814 |
Other long-term liabilities | 2,741 | 2,719 |
Total long-term liabilities | 318,631 | 174,587 |
Total liabilities | 393,689 | 463,960 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Common stock, par value $.0001-authorized, 900,000 shares; issued and outstanding, 40,882 and 42,083 | 4 | 4 |
Additional paid-in capital | 1,467,658 | 1,466,043 |
Accumulated deficit | -987,524 | -951,977 |
Accumulated other comprehensive loss | -1,113 | 0 |
Total stockholders’ equity | 479,025 | 514,070 |
Total liabilities and stockholders’ equity | $872,714 | $978,030 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for accounts receivable | $67 | $62 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 40,882,000 | 42,083,000 |
Common stock, shares outstanding | 40,882,000 | 42,083,000 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues: | |||
Services revenue | $429,989 | $519,677 | $406,919 |
Product revenue, net | 150,731 | 54,303 | 0 |
Total revenues | 580,720 | 573,980 | 406,919 |
Cost of revenues: | |||
Services cost of revenue | 218,153 | 302,279 | 265,945 |
Product cost of revenue | 102,344 | 38,181 | 0 |
Total cost of revenues | 320,497 | 340,460 | 265,945 |
Engineering and technology | 20,670 | 11,682 | 9,969 |
Sales and marketing | 118,124 | 98,682 | 45,644 |
General and administrative | 39,120 | 29,847 | 27,418 |
Depreciation | 4,352 | 2,739 | 2,119 |
Amortization of intangible assets | 23,581 | 16,121 | 11,619 |
Impairment of goodwill and intangible assets | 62,817 | 0 | 0 |
Total operating expenses | 589,161 | 499,531 | 362,714 |
Operating income (loss) | -8,441 | 74,449 | 44,205 |
Other loss, net | -14,766 | -29,623 | -6,677 |
Income (loss) before income taxes | -23,207 | 44,826 | 37,528 |
Income tax expense | -12,340 | -20,427 | -15,002 |
Net income (loss) | -35,547 | 24,399 | 22,526 |
Net income (loss) per share: | |||
Basic, USD per share | ($0.86) | $0.59 | $0.56 |
Diluted, USD per share | ($0.86) | $0.56 | $0.54 |
Weighted average shares outstanding: | |||
Basic, Shares | 41,396 | 41,201 | 40,279 |
Diluted, Shares | 41,396 | 43,480 | 41,672 |
Other comprehensive income (loss): | |||
Net income (loss) | -35,547 | 24,399 | 22,526 |
Unrealized gain (loss) on available-for-sale investments, net of tax | -1,119 | 11 | -16 |
Unrealized gain (loss) on derivative instrument, net of tax | 0 | 266 | -266 |
Reclassification adjustment for realized (gains) losses on available-for-sale investments, net of tax, included in net income | 6 | -1 | -26 |
Other comprehensive income (loss) | -1,113 | 276 | -308 |
Comprehensive income (loss) | ($36,660) | $24,675 | $22,218 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common stock [Member] | Additional-paid-in capital [Member] | Accumulated deficit [Member] | Accumulated other comprehensive income (loss) [Member] |
In Thousands, unless otherwise specified | |||||
Beginning Balance at Dec. 31, 2011 | $355,105 | $4 | $1,353,971 | ($998,902) | $32 |
Beginning Balance, Shares at Dec. 31, 2011 | 39,534 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued for stock options and restricted stock units | 9,025 | 9,025 | |||
Common stock issued for stock options and restricted stock units, Shares | 1,236 | ||||
Common stock issued for employee stock purchase plan | 601 | 601 | |||
Common stock issued for employee stock purchase plan, Shares | 62 | ||||
Other comprehensive income (loss) | -308 | -308 | |||
Stock-based compensation | 13,344 | 13,344 | |||
Tax effect of equity compensation | 22,693 | 22,693 | |||
Taxes paid on stock issued for equity awards | -1,318 | -1,318 | |||
Reclassification of equity award to liability award | -6,218 | -6,218 | |||
Net income (loss) | 22,526 | 22,526 | |||
Ending Balance at Dec. 31, 2012 | 415,450 | 4 | 1,392,098 | -976,376 | -276 |
Ending Balance, Shares at Dec. 31, 2012 | 40,832 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued for stock options and restricted stock units | 2,841 | 2,841 | |||
Common stock issued for stock options and restricted stock units, Shares | 584 | ||||
Common stock issued for employee stock purchase plan | 1,065 | 1,065 | |||
Common stock issued for employee stock purchase plan, Shares | 85 | ||||
Common stock issued upon Warrant exercise | 9,620 | 9,620 | |||
Common stock issued upon Warrant exercise, Shares | 1,000 | ||||
Stock repurchases | -10,006 | -10,006 | |||
Stock repurchases, Shares | -418 | ||||
Convertible senior notes, net of issuance costs of $714 and tax effect of $7,785 | 13,842 | 13,842 | |||
Settlement of derivative instrument (Warrant) | 20,217 | 20,217 | |||
Other comprehensive income (loss) | 276 | 276 | |||
Stock-based compensation | 11,642 | 11,642 | |||
Tax effect of equity compensation | 27,224 | 27,224 | |||
Taxes paid on stock issued for equity awards | -2,500 | -2,500 | |||
Net income (loss) | 24,399 | 24,399 | |||
Ending Balance at Dec. 31, 2013 | 514,070 | 4 | 1,466,043 | -951,977 | 0 |
Ending Balance, Shares at Dec. 31, 2013 | 42,083 | 42,083 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued for stock options and restricted stock units | 6,715 | 6,715 | |||
Common stock issued for stock options and restricted stock units, Shares | 1,003 | ||||
Common stock issued for employee stock purchase plan | 1,376 | 1,376 | |||
Common stock issued for employee stock purchase plan, Shares | 85 | ||||
Stock repurchases | -38,650 | -38,650 | |||
Stock repurchases, Shares | -2,289 | ||||
Other comprehensive income (loss) | -1,113 | -1,113 | |||
Stock-based compensation | 11,990 | 11,990 | |||
Tax effect of equity compensation | 22,962 | 22,962 | |||
Taxes paid on stock issued for equity awards | -2,778 | -2,778 | |||
Net income (loss) | -35,547 | ||||
Ending Balance at Dec. 31, 2014 | $479,025 | $4 | $1,467,658 | ($987,524) | ($1,113) |
Ending Balance, Shares at Dec. 31, 2014 | 40,882 | 40,882 |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Statement of Stockholders' Equity [Abstract] | |
Convertible senior notes, issuance costs | $714 |
Tax effect on convertible senior notes | $7,785 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating Activities: | |||
Net income (loss) | ($35,547) | $24,399 | $22,526 |
Adjustments to reconcile net income (loss) to net cash from operating activities: | |||
Stock-based compensation | 11,884 | 11,527 | 8,937 |
Warrant-related stock-based compensation | 0 | 0 | 4,286 |
Depreciation and amortization of intangible assets | 36,675 | 28,265 | 23,011 |
Impairment of goodwill and intangible assets | 62,817 | 0 | 0 |
Excess tax benefits from stock-based award activity | -23,284 | -29,400 | -23,041 |
Deferred income taxes | -13,667 | -10,849 | -8,738 |
Amortization of premium (accretion of discount) on investments, net | 3,772 | 3,007 | -194 |
Amortization of debt issuance costs | 1,143 | 1,108 | 820 |
Accretion of debt discounts | 3,691 | 2,838 | 325 |
Loss on debt extinguishment and modification expense | 0 | 1,593 | 0 |
Loss on derivative instrument | 0 | 11,652 | 2,346 |
Impairment loss on equity investment in privately-held company | 0 | 3,711 | 0 |
Earn-out contingent liability adjustments | -15 | -300 | 0 |
Other | 128 | 767 | 31 |
Cash provided (used) by changes in operating assets and liabilities: | |||
Accounts receivable | 17,001 | -9,911 | -597 |
Other receivables | 4,983 | 1,741 | -665 |
Inventories | -420 | -1,349 | 0 |
Prepaid expenses and other current assets | -4,125 | 2,511 | -5,862 |
Other long-term assets | 116 | 256 | 1,981 |
Accounts payable | -23,513 | 12,275 | -1,600 |
Deferred revenue | 475 | 3,527 | 4,170 |
Accrued expenses and other current and long-term liabilities | 13,620 | 37,688 | 21,095 |
Net cash provided by operating activities | 55,734 | 95,056 | 48,831 |
Investing Activities: | |||
Business acquisitions, net of cash acquired | -44,927 | -184,982 | -279,386 |
Equity investment in privately-held company | 0 | -4,000 | 0 |
Purchases of property and equipment | -5,213 | -4,747 | -3,752 |
Change in restricted cash | 0 | 2,491 | 252 |
Proceeds from sales of investments | 28,705 | 25,812 | 203,493 |
Proceeds from maturities of investments | 255,994 | 213,616 | 36,753 |
Purchases of investments | -336,495 | -351,883 | -122,433 |
Net cash used by investing activities | -101,936 | -303,693 | -165,073 |
Financing Activities: | |||
Proceeds from issuance of convertible notes, net of debt issuance costs of $6,432 | 0 | 194,818 | 0 |
Proceeds from credit facilities, net of debt issuance costs and debt discount of $406 and $300 in 2013 and $2,343 and $953 in 2012 | 36,556 | 55,294 | 96,704 |
Repayment of credit facilities | -64,000 | -10,000 | -25,504 |
Debt issuance costs on credit facility | 0 | -28 | 0 |
Stock repurchases | -38,650 | -10,006 | 0 |
Excess tax benefits from stock-based award activity | 23,284 | 29,400 | 23,041 |
Proceeds from stock option exercises | 6,730 | 2,826 | 9,099 |
Proceeds from issuance of stock through employee stock purchase plan | 1,376 | 1,065 | 601 |
Proceeds from issuance of stock upon warrant exercise | 0 | 9,620 | 0 |
Tax payments from shares withheld upon vesting of restricted stock units | -2,875 | -2,405 | -1,318 |
Net cash provided (used) by financing activities | -37,579 | 270,584 | 102,623 |
Net increase (decrease) in cash and cash equivalents | -83,781 | 61,947 | -13,619 |
Cash and cash equivalents, beginning of period | 130,225 | 68,278 | 81,897 |
Cash and cash equivalents, end of period | 46,444 | 130,225 | 68,278 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Purchases of property and equipment through leasehold incentives (investing) | 120 | 1,006 | 841 |
Contingent earn-out consideration from acquisition (financing) | 15 | 300 | 0 |
Cash paid for income taxes | 2,729 | 2,528 | 3,071 |
Cash paid for interest | $11,206 | $7,138 | $3,527 |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Debt issuance costs | $714 | |
Debt discount | 19,955 | |
Convertible debt [Member] | ||
Debt issuance costs | 6,432 | |
Debt [Member] | ||
Debt issuance costs | 406 | 2,343 |
Debt discount | $300 | $953 |
The_Company_and_Basis_of_Prese
The Company and Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [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 operates through our InfoSpace LLC subsidiary (“InfoSpace”) and 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 through its website, www.taxact.com. The E-Commerce business consists of the operations of Monoprice, Inc. (“Monoprice”) and sells 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 website. | |
On August 22, 2013, the Company acquired all of the equity of Monoprice pursuant to the terms of the Stock Purchase Agreement dated as of July 31, 2013. | |
On January 31, 2012, the Company acquired all of the equity of TaxACT. Further, 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 through its website www.balancefinancial.com. | |
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 11: 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. | |
Reclassification: As a result of the Monoprice acquisition in August 2013, the Company reclassified credit card fees previously reported in "Services cost of revenue" to "Sales and marketing" for the year ended December 31, 2012 to conform with the 2013 presentation. The Company assessed the related materiality of the reclassification and concluded that it was immaterial to any of its previously issued financial statements. The reclassification had no effect on reported revenues, operating income, or cash flows for the periods presented. | |
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 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 | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | |||||||||||
Cash equivalents: The Company considers all highly liquid debt instruments with an original maturity of ninety days or less at date of acquisition to be cash equivalents. | ||||||||||||
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 loss" on the consolidated balance sheets. | ||||||||||||
The Company reviews its available-for-sale investments for impairment 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. An impairment classified as temporary is recognized in "Accumulated other comprehensive loss" on the consolidated balance sheets. An impairment classified as other-than-temporary is recognized in "Other loss, net" on the consolidated statements of comprehensive income. | ||||||||||||
Accounts receivable: Accounts receivable are stated at amounts due from customers net of an allowance for doubtful accounts. | ||||||||||||
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. | ||||||||||||
Property and equipment: Property and equipment are stated at cost. Depreciation is computed under the straight-line method over the following estimated useful lives: | ||||||||||||
Computer equipment and software | 3 years | |||||||||||
Data center servers | 3 years | |||||||||||
Internally-developed software | 3 years | |||||||||||
Office equipment | 7 years | |||||||||||
Office furniture | 7 years | |||||||||||
Heavy equipment | 10 years | |||||||||||
Leasehold improvements | Shorter of lease term or economic life | |||||||||||
The Company capitalizes certain internal-use software development costs, consisting primarily of employee salaries and benefits allocated on a project or product basis. The Company capitalized $2.4 million, $1.2 million, and $1.0 million of internal-use software costs in the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||||||
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, and is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date. Reporting units are consistent with reportable segments. 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. | ||||||||||||
Goodwill and intangible assets impairment: The Company evaluates goodwill and indefinite-lived intangible assets for impairment annually, as of November 30, or more frequently when events or circumstances indicate that impairment may have occurred. As part of the impairment evaluation, the Company may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit (for goodwill) or an indefinite-lived intangible asset is less than its carrying value, or if the Company elects to bypass the qualitative assessment, the Company then would proceed with the quantitative impairment test. | ||||||||||||
The goodwill quantitative impairment test is a two-step process that first compares the carrying values of reporting units to their fair values. If the carrying value of a reporting unit exceeds the fair value, a second step is performed to compute the amount of impairment. This second step determines the current fair values of all assets and liabilities of the reporting unit and then compares the implied fair value of the reporting unit's goodwill to the carrying value of that goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess. | ||||||||||||
The indefinite-lived intangible asset quantitative impairment test compares the carrying value of the intangible asset to its fair value. If the carrying value of the intangible asset exceeds the fair value, an impairment loss is recognized in an amount equal to the excess. | ||||||||||||
Fair value typically is estimated using the present value of future discounted cash flows, an income approach. The significant estimates in the discounted cash flow model include the weighted-average cost of capital, long-term rates of revenue growth and/or profitability of our businesses, and working capital effects. The weighted-average cost of capital considers the relevant risk associated with business-specific characteristics and the uncertainty related to each business's ability to achieve the projected cash flows. To validate the reasonableness of the reporting unit fair values used in the goodwill impairment test, the Company reconciles the aggregate fair values of its reporting units to the aggregate market value of its common stock on the date of valuation, while considering a reasonable acquisition premium. These estimates and the resulting valuations require significant judgment. | ||||||||||||
Definite-lived intangible assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset or group of assets may not be recoverable. The determination of recoverability is based on an estimate of pre-tax undiscounted future cash flows, using the Company's best estimates of future net sales and operating expenses, expected to result from the use and eventual disposition of the asset or group of assets over the remaining economic life of the primary asset in the asset group. The Company measures the amount of the impairment as the excess of the asset's carrying value over its fair value. | ||||||||||||
See "Note 4: Goodwill and Other Intangible Assets" for discussion of impairment of goodwill and intangible assets in the fourth quarter of 2014. | ||||||||||||
Equity method investments: The Company currently holds equity securities and warrants to purchase equity securities, for business and strategic purposes, in companies whose securities are not publicly traded. The equity method is used to account for investments in these companies, if the investment provides the Company with the ability to exercise significant influence over operating and financial policies of the investees. The Company records its proportionate share of the net earnings or losses of equity method investees and a corresponding increase or decrease to the investment balances. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate, in management’s judgment, that the carrying value of such investments may have experienced a decline in value (see "Note 12: Other Loss, Net"). The Company’s equity investments were carried at a fair value of $0 at December 31, 2014 and 2013. | ||||||||||||
Debt issuance costs and debt discounts: Debt issuance costs and debt discounts are deferred and amortized as interest expense under the effective interest method over the contractual term of the related debt, adjusted for prepayments in the case of the Company’s credit facilities (see "Note 7: Debt"). | ||||||||||||
Debt issuance costs related to the Company’s Convertible Senior Notes (the “Notes”) issued in 2013 were allocated to the liability and equity components of the instrument. The debt issuance costs allocated to the liability component are amortized to interest expense through the earlier of the maturity date of the Notes or the date of conversion, if any. The debt issuance costs allocated to the equity component of the Notes were recorded as an offset to "Additional paid-in capital" (See "Note 7: Debt"). | ||||||||||||
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 9: Stockholders' Equity"), or in "Accumulated other comprehensive loss" on the consolidated balance sheets, for those used in a hedging relationship (the interest rate swap - see "Note 7: 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 $11.7 million and $2.3 million for the years ended December 31, 2013 and 2012, 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. The Company had no other swap agreements outstanding at December 31, 2014. | ||||||||||||
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 has 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. | ||||||||||||
Revenue recognition: The Company recognizes revenue when all four revenue recognition criteria have been met: persuasive evidence of an arrangement exists, the Company has delivered the product or performed the service, the fee is fixed or determinable, and collectability is probable. Determining whether and when these criteria have been satisfied involves exercising judgment and using estimates and assumptions that can have an impact on the timing and amount of revenue that the Company recognizes. | ||||||||||||
The Company evaluates whether revenue should be presented on a gross basis, which is the amount that a customer pays for the service or product, or on a net basis, which is the customer payment less amounts the Company pays to suppliers. In making that evaluation, the Company primarily considers indicators such as whether the Company is the primary obligor in the arrangement and assumes the risks and rewards as a principal in the customer transaction. The evaluation of these factors, which at times can be contradictory, are subject to significant judgment and subjectivity. | ||||||||||||
Search services revenue recognition: The majority of the Company’s revenues are generated from its search services. Search services revenue primarily consists of advertising revenue generated through end-users clicking on paid listings included in the search results display, as well as from advertisements appearing on the Company's HowStuffWorks.com website. The paid listings, as well as algorithmic search results, primarily are supplied by Google and Yahoo!, referred to as "Search Customers." When a user submits a search query through one of the Company's owned and operated or distribution partner sites and clicks on a paid listing displayed in response to the query, the Search Customer bills the advertiser that purchased the paid listing directly and shares a portion of its related paid listing fee with the Company. If the paid listing click occurred on one of its distribution partners' properties, the Company pays a significant share of its revenue to the distribution partner. Revenue is recognized in the period in which such clicks on paid listings occur and is based on the amounts earned by and ultimately remitted to the Company. This revenue is recorded in the Search and Content segment. | ||||||||||||
Under the Company’s agreements with its Search Customers and its distribution partners, the Company is the primary obligor (i.e., is responsible to the Search Customers for providing the search services in accordance with the applicable agreements and remediating any service issues) and separately negotiates each revenue or unit pricing contract independent of any revenue sharing arrangements. For search services, the Company determines the paid search results, content, and information directed to its owned and operated websites and its distribution partners’ web properties. Consequently, the Company records search services revenue on a gross basis. | ||||||||||||
Tax preparation revenue recognition: The Company derives service revenue from the sale of tax preparation online services, ancillary service offerings, packaged tax preparation software, and multiple element arrangements that may include a combination of these items. Ancillary service offerings include tax preparation support services, data archive services, bank or reloadable pre-paid debit card services, e-filing services, and other value-added services. This revenue is recorded in the Tax Preparation segment. | ||||||||||||
The Company’s Tax Preparation segment revenue consists primarily of hosted tax preparation online services, tax preparation support services, data archive services, and e-filing services. The Company recognizes revenue from these services as the services are performed and the four revenue recognition criteria described above are met. | ||||||||||||
The Company recognizes revenue from the sale of its packaged software when legal title transfers. This is generally when its customers download the software from the Internet or when the software ships. | ||||||||||||
The bank or reloadable prepaid debit card services are offered to taxpayers as an option to receive their tax refunds in the form of a prepaid bank card or to have the fees for the software and/or services purchased by the customers deducted from their refunds. Other value-added service revenue consists of revenue from revenue sharing and royalty arrangements with third party partners. Revenue for these transactions is recognized when the four revenue recognition criteria described above are met; for some arrangements that is upon filing and for other arrangements that is upon the Company’s determination of when collectability is probable. | ||||||||||||
For software and/or services that consist of multiple elements, the Company must: (1) determine whether and when each element has been delivered; (2) determine the fair value of each element using the selling price hierarchy of vendor-specific objective evidence (“VSOE”) of fair value if available, third-party evidence (“TPE”) of fair value if VSOE is not available, and estimated selling price (“ESP”) if neither VSOE nor TPE is available; and (3) allocate the total price among the various elements based on the relative selling price method. Once the Company has allocated the total price among the various elements, it recognizes revenue when the revenue recognition criteria described above are met for each element. | ||||||||||||
VSOE generally exists when the Company sells the deliverable separately. When VSOE cannot be established, the Company attempts to establish a selling price for each element based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. When the Company is unable to establish selling price using VSOE or TPE, it uses ESP in its allocation of arrangement consideration. ESP is the estimated price at which the Company would sell the software or service if it were sold on a stand-alone basis. The Company determines ESP for the software or service by considering multiple factors including, but not limited to, historical stand-alone sales, pricing practices, market conditions, competitive landscape, internal costs, and gross margin objectives. | ||||||||||||
In some situations, the Company receives advance payments from its customers. The Company defers revenue associated with these advance payments and recognizes the consideration for each element when the Company ships the software or performs the services, as appropriate. Advance payments related to data archive services are deferred and recognized over the related contractual term. | ||||||||||||
E-Commerce revenue recognition: The Company derives product revenue from online sales of self-branded electronics and accessories to both consumers and businesses. The Company recognizes product revenue from product sales when all four revenue recognition criteria, as outlined above, have been met. Because the Company either (i) has a general practice of refunding customer losses for products damaged while in-transit despite selling terms indicating title transfers at the point of shipment or (ii) has FOB-destination shipping terms specifically set out in certain arrangements, delivery is deemed to occur at the point in time when the product is received by the customer. All amounts billed to a customer in a sale transaction related to shipping and handling, if any, represent revenues earned for the goods provided, and these amounts have been classified as "Product revenue." Costs related to such shipping and handling billings are classified as "Product cost of revenue." | ||||||||||||
The Company provides its customers with a thirty-day right of return. Return allowances, which reduce revenue, are estimated using historical experience. | ||||||||||||
Cost of revenues: The Company records the cost of revenues for sales of products and services when the related revenue is recognized. "Services cost of revenue" consists of costs related to the Search and Content and Tax Preparation businesses, which include revenue sharing arrangements with our distribution partners, usage-based content fees, royalties, bank product services fees, and amortization of intangible assets. It also consists of costs associated with the operation of the data centers that serve the Company’s Search and Content and Tax Preparation businesses, which include personnel expenses (salaries, stock-based compensation, benefits, and other employee-related costs), depreciation, and bandwidth costs. "Product cost of revenue" consists of costs related to the E-Commerce business, which include product costs, inbound and outbound shipping and handling costs, packaging supplies, and provisions for inventory obsolescence. Shipping charges to receive products from the Company’s suppliers are included in inventory and recognized as product cost of revenue upon sale of products to customers. | ||||||||||||
Engineering and technology expenses: Engineering and technology expenses are associated with the research, development, support, and ongoing enhancements of the Company’s offerings, including personnel expenses (salaries, stock-based compensation, benefits, and other employee-related costs), the cost of temporary help and contractors to augment staffing, software support and maintenance, bandwidth and hosting, and professional services fees. Research and development expenses were $8.9 million, $7.3 million, and $6.1 million for the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||||||
Sales and marketing expenses: Sales and marketing expenses consist principally of marketing expenses associated with the Company’s TaxACT and Monoprice websites (which include television, radio, online, text, and email channels), the Company’s owned and operated web search properties (which consist of traffic acquisition, including the Company’s online marketing fees paid to search engines to drive traffic to an owned and operated website, agency fees, brand promotion expense, and market research expense), personnel costs (salaries, stock-based compensation, benefits, and other employee-related costs) for personnel engaged in marketing and selling activities, and fulfillment expenses primarily associated with the Company’s E-Commerce business. Fulfillment expenses include direct operating expenses (including personnel costs) related to the Company’s purchasing, customer and technical support, receiving, inspection and warehouse functions, the cost of temporary help and contractors to augment staffing, and credit card processing fees. | ||||||||||||
Costs for advertising are recorded as expense when the advertisement appears or electronic impressions are recorded. Advertising expense totaled $81.8 million, $75.9 million, and $31.8 million for the years ended December 31, 2014, 2013, and 2012, respectively. Prepaid advertising costs were $3.6 million and $0.8 million at December 31, 2014 and 2013, respectively. | ||||||||||||
General and administrative expenses: General and administrative expenses consist primarily of personnel expenses (salaries, stock-based compensation, benefits, and other employee-related costs), the cost of temporary help and contractors to augment staffing, professional services fees (which include legal, audit, and tax fees), general business development and management expenses, occupancy and general office expenses, business taxes, and insurance expenses. | ||||||||||||
Stock-based compensation: The Company measures stock-based compensation at the grant date based on the fair value of the award and recognizes it as expense, net of estimated forfeitures, over the vesting or service period, as applicable, of the stock award using the straight-line method. The Company recognizes stock-based compensation over the vesting period for each separately vesting portion of a share-based award as if they were individual share-based awards. The Company estimates forfeitures at the time of grant and revises those estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | ||||||||||||
Employee benefit plan: The Company has a 401(k) savings plan covering its employees. Eligible employees may contribute through payroll deductions. The Company may match the employees’ 401(k) contributions at the discretion of the Company’s Board of Directors. Pursuant to a continuing resolution, the Company has matched a portion of the 401(k) contributions made by its employees. The amount contributed by the Company is equal to a maximum of 50% of employee contributions up to a maximum of 3% of an employee’s salary. For the years ended December 31, 2014, 2013, and 2012, the Company contributed $0.9 million, $0.6 million, and $0.4 million, respectively, for employees. The amount contributed has been increasing with higher headcount mainly from acquired businesses. | ||||||||||||
Leases: The Company leases office space, and these leases are classified as operating leases. | ||||||||||||
Income taxes: The Company accounts for income taxes under the asset and liability method, under which deferred tax assets, including net operating loss carryforwards, and liabilities are determined based on temporary differences between the book and tax bases of assets and liabilities. The Company periodically evaluates the likelihood of the realization of deferred tax assets and reduces the carrying amount of the deferred tax assets by a valuation allowance to the extent the Company believes a portion will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including expectations of future taxable income, recent cumulative earnings experience by taxing jurisdiction, and other relevant factors. There is a wide range of possible judgments relating to the valuation of the Company's deferred tax assets. | ||||||||||||
Other comprehensive income: Comprehensive income includes net income plus items that are recorded directly to stockholders’ equity, including the net change in unrealized gains and losses on cash equivalents and available-for-sale investments and certain derivative instruments. Included in the net change in unrealized gains and losses are realized gains or losses included in the determination of net income in the period realized. Amounts reclassified out of other comprehensive income into net income were determined on the basis of specific identification. | ||||||||||||
Concentration of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, short-term investments, and trade receivables. These instruments are generally unsecured and uninsured. The Company places a significant amount of its cash equivalents and investments with major financial institutions. Accounts receivable are typically unsecured and are derived from revenues earned from customers primarily located in the United States operating in a variety of industries and geographic areas. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. | ||||||||||||
The Company attempts to manage exposure to counterparty credit risk by only entering into agreements with major financial institutions which are expected to be able to fully perform under the terms of the agreement. | ||||||||||||
Supplier concentration risk: A material part of Monoprice’s business is dependent on two vendors. These unrelated vendors accounted for 17% of Monoprice's inventory purchases during the year ended December 31, 2014 and 19% of Monoprice’s inventory purchases during the period from August 22, 2013 (the date which Monoprice was acquired) to December 31, 2013. As of December 31, 2014 and 2013, these unrelated vendors accounted for 21% and 20% of Monoprice’s related accounts payable, respectively. | ||||||||||||
Revenue concentration: The Company derives a significant portion of its revenues from two Search Customers. Revenues from the top two Search Customers represented 55%, 74%, and 84% of revenues in the years ended December 31, 2014, 2013, and 2012, respectively, and each of those two Search Customers represented at least 10% of 2014 revenues. At December 31, 2014 and 2013, two Search Customers accounted for more than 80% of the Company’s accounts receivable balance. | ||||||||||||
Geographic revenue information, as determined by the location of the customer, is presented below (in thousands): | ||||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
United States | $ | 556,466 | $ | 558,601 | $ | 402,656 | ||||||
International | 24,254 | 15,379 | 4,263 | |||||||||
Total | $ | 580,720 | $ | 573,980 | $ | 406,919 | ||||||
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 | 12 Months Ended | |||||||
Dec. 31, 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, 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 7: Debt"). 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 retailer 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 is 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 (see "Note 10: Stock-Based Compensation"). 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 (see "Note 6: Balance Sheet Components"). During the year ended December 31, 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" (see "Note 12: 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 Company recorded impairments on Monoprice goodwill and intangible assets in 2014. See "Note 4: Goodwill and Other Intangible Assets" for details. | ||||||||
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. | ||||||||
For the period from the acquisition date to December 31, 2013, the Company’s total revenues included $54.3 million in revenue and a $5.0 million operating income contribution from the Monoprice business. | ||||||||
Pro Forma Financial Information of Monoprice Acquisition (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 period in which the acquisition occurred and the prior reporting period (when applicable) as though the companies had been combined as of the beginning of each period 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 each period presented. The pro forma condensed combined statement of operations for the year ended December 31, 2013 combines the historical results of operations of the Company and Monoprice for the year ended December 31, 2013 with the results of Monoprice for the period from January 1, 2013 to the acquisition date. The following amounts are in thousands: | ||||||||
Years ended December 31, | ||||||||
2013 | 2012 | |||||||
Revenues | $ | 663,900 | $ | 525,027 | ||||
Net income | $ | 25,637 | $ | 22,874 | ||||
TaxACT: On January 31, 2012, the Company acquired all of the outstanding stock of TaxACT, which operates the TaxACT tax preparation online service and software business (see "Note 1: The Company and Basis of Presentation"). The Company paid $287.5 million in cash, less certain transaction expenses. The TaxACT acquisition was funded from the Company's cash reserves and from the TaxACT 2012 credit facility, of which $100.0 million was drawn at the transaction's close (see "Note 7: Debt"). The acquisition is intended to diversify the Company's business model and expand its operations. | ||||||||
Valuations were as follows (in thousands): | ||||||||
Fair Value | ||||||||
Tangible assets acquired | $ | 22,465 | ||||||
Liabilities assumed | (17,759 | ) | ||||||
Identifiable net assets acquired | $ | 4,706 | ||||||
Fair value adjustments to intangible assets: | ||||||||
Customer relationships | $ | 101,400 | ||||||
Proprietary technology | 29,800 | |||||||
Trade name | 19,499 | |||||||
Fair value of intangible assets acquired | $ | 150,699 | ||||||
Purchase price: | ||||||||
Cash paid | $ | 287,500 | ||||||
Less identifiable net assets acquired | (4,706 | ) | ||||||
Plus deferred tax liability related to intangible assets | 53,380 | |||||||
Less fair value of intangible assets acquired | (150,699 | ) | ||||||
Excess of purchase price over net assets acquired, allocated to goodwill | $ | 185,475 | ||||||
The Company recorded acquisition costs of $1.1 million in 2012, which were recognized in "General and administrative expense." The Company incurred $2.3 million of debt origination costs related to the credit facility used to fund the acquisition, a portion of which was recorded as loss on debt extinguishment and modification expense in "Other loss, net" and the remainder of which is being amortized to interest expense over the term of the credit facility. The Company did not assume any equity awards or plans from TaxACT. Following the completion of the acquisition, the Company issued 380,000 options and 167,000 RSUs to TaxACT’s employees as an incentive for future services and at levels consistent with other employee awards (see "Note 10: Stock-Based Compensation"). In addition, the sellers of TaxACT are entitled to certain federal tax refunds related to pre-acquisition tax periods pursuant to the purchase agreement (see "Note 6: Balance Sheet Components"). | ||||||||
The Company’s estimates of the economic lives of the acquired assets are 8 years for the customer relationships, 4 years for the proprietary technology, approximately 3 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 determined that no portion of the goodwill arising from the TaxACT acquisition will be deductible for income tax purposes. | ||||||||
The gross contractual amount of trade accounts receivable acquired was $9.4 million, all of which has been collected. The Company recorded deferred revenue associated with the TaxACT business’s data storage and retrieval service at a fair value of $0.3 million as of the acquisition date. Prior to the acquisition, TaxACT had recorded deferred revenue at $5.1 million. | ||||||||
For the period from the acquisition date to December 31, 2012, the Company’s total revenues included $62.1 million in revenue and a $30.1 million operating income contribution from the TaxACT business. | ||||||||
Pro Forma Financial Information of TaxACT Acquisition (unaudited) | ||||||||
The financial information in the table below summarizes the combined results of operations of Blucora and TaxACT on a pro forma basis, for the period in which the acquisition occurred and the prior reporting period (when applicable) as though the companies had been combined as of the beginning of the period 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 each period presented. The pro forma condensed combined statement of operations for the year ended December 31, 2012 combines the historical results of the Company for the year ended December 31, 2012 with the results of TaxACT for the month ended January 31, 2012. The following amounts are in thousands: | ||||||||
Year ended December 31, 2012 | ||||||||
Revenues | $ | 427,809 | ||||||
Net income | $ | 26,819 | ||||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 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, gross: | ||||||||||||||||||||||||||||
Balance as of December 31, 2012 | $ | 44,815 | $ | 185,475 | $ | — | $ | 230,290 | ||||||||||||||||||||
Additions | — | 3,066 | 115,601 | 118,667 | ||||||||||||||||||||||||
Balance as of December 31, 2013 | 44,815 | 188,541 | 115,601 | 348,957 | ||||||||||||||||||||||||
Additions | 15,097 | — | — | 15,097 | ||||||||||||||||||||||||
Balance as of December 31, 2014 | $ | 59,912 | $ | 188,541 | $ | 115,601 | $ | 364,054 | ||||||||||||||||||||
Accumulated impairment: | ||||||||||||||||||||||||||||
Balance as of December 31, 2012 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||
Impairments | — | — | — | — | ||||||||||||||||||||||||
Balance as of December 31, 2013 | — | — | — | — | ||||||||||||||||||||||||
Impairments | — | — | (59,396 | ) | (59,396 | ) | ||||||||||||||||||||||
Balance as of December 31, 2014 | $ | — | $ | — | $ | (59,396 | ) | $ | (59,396 | ) | ||||||||||||||||||
Goodwill, net: | ||||||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 44,815 | $ | 188,541 | $ | 115,601 | $ | 348,957 | ||||||||||||||||||||
Balance as of December 31, 2014 | $ | 59,912 | $ | 188,541 | $ | 56,205 | $ | 304,658 | ||||||||||||||||||||
The goodwill addition in 2014 related to the acquisition of HSW and the additions in 2013 related to the acquisitions of Monoprice (E-Commerce segment) and Balance Financial (Tax Preparation segment), all as described in "Note 3: Business Combinations." The goodwill impairment in 2014 related to Monoprice and was recorded in "Impairment of goodwill and intangible assets" on the consolidated statements of comprehensive income in the fourth quarter and is discussed further below. | ||||||||||||||||||||||||||||
Intangible assets other than goodwill consisted of the following (in thousands): | ||||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||||||
carrying | amortization | carrying | amortization | |||||||||||||||||||||||||
amount | amount | |||||||||||||||||||||||||||
Definite-lived intangible assets: | ||||||||||||||||||||||||||||
Customer relationships | $ | 132,500 | $ | (50,075 | ) | $ | 82,425 | $ | 132,500 | $ | (27,740 | ) | $ | 104,760 | ||||||||||||||
Technology | 44,805 | (35,649 | ) | 9,156 | 43,535 | (27,951 | ) | 15,584 | ||||||||||||||||||||
Content | 18,200 | (1,061 | ) | 17,139 | — | — | — | |||||||||||||||||||||
Other | 6,667 | (6,667 | ) | — | 6,705 | (6,667 | ) | 38 | ||||||||||||||||||||
Total definite-lived intangible assets | 202,172 | (93,452 | ) | 108,720 | 182,740 | (62,358 | ) | 120,382 | ||||||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||||||||||
Trade names | 60,199 | — | 60,199 | 57,499 | — | 57,499 | ||||||||||||||||||||||
Other | — | — | — | 183 | — | 183 | ||||||||||||||||||||||
Total indefinite-lived intangible assets | 60,199 | — | 60,199 | 57,682 | — | 57,682 | ||||||||||||||||||||||
Total | $ | 262,371 | $ | (93,452 | ) | $ | 168,919 | $ | 240,422 | $ | (62,358 | ) | $ | 178,064 | ||||||||||||||
There were technology, content, and trade name additions in 2014 related to the acquisition of HSW (Search and Content segment) as described in "Note 3: Business Combinations." In addition, the Company recorded an impairment of $3.2 million on trade names in the fourth quarter of 2014 related to Monoprice (E-Commerce segment), which adjusted the carrying value of the Monoprice trade name to $34.8 million. The impairment amount was recorded in "Impairment of goodwill and intangible assets" on the consolidated statements of comprehensive income and is discussed further below. | ||||||||||||||||||||||||||||
During the annual goodwill impairment evaluation, the Company performed the first step of the goodwill quantitative impairment test in which it determined that the carrying value of the E-Commerce reporting unit exceeded its fair value, primarily due to operating results, projected revenue growth rates, and projected profitability below management's initial expectations. As a result, the Company then performed the second step of the impairment test for the E-Commerce reporting unit, which resulted in an impairment equal to the excess of the goodwill's carrying value over its implied fair value as disclosed in the first table above. Refer to "Note 2: Summary of Significant Accounting Policies" for a description of the Company's reporting units and the method used to determine the fair values of those reporting units and the amount of goodwill impairment. In addition, the Company reviewed its trade names during the annual impairment evaluation and determined that the Monoprice trade name's carrying value exceeded its fair value, which resulted in an impairment equal to that excess as disclosed in the second table above. The Company classified the fair value of its reporting units, goodwill, and trade names within Level 3 because they were valued using discounted cash flows, which have significant unobservable inputs related to the weighted-average cost of capital and forecasts of future cash flows. The Company also determined that the adverse changes and impairments related to the E-Commerce reporting unit were indicators requiring the review of E-Commerce long-lived assets for recoverability. The results of this review indicated that the carrying values of the E-Commerce long-lived assets were recoverable. | ||||||||||||||||||||||||||||
Amortization expense was as follows (in thousands): | ||||||||||||||||||||||||||||
Years ended December 31. | ||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||
Statement of comprehensive income line item: | ||||||||||||||||||||||||||||
Services cost of revenue | $ | 7,513 | $ | 7,668 | $ | 7,580 | ||||||||||||||||||||||
Amortization of intangible assets | 23,581 | 16,121 | 11,619 | |||||||||||||||||||||||||
Total | $ | 31,094 | $ | 23,789 | $ | 19,199 | ||||||||||||||||||||||
Expected amortization of definite-lived intangible assets held as of December 31, 2014 is as follows (in thousands): | ||||||||||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | ||||||||||||||||||||||
Statement of comprehensive income line item: | ||||||||||||||||||||||||||||
Services cost of revenues | $ | 7,450 | $ | 621 | $ | — | $ | — | $ | — | $ | — | $ | 8,071 | ||||||||||||||
Amortization of intangible assets | 21,880 | 17,206 | 17,155 | 16,970 | 16,838 | 10,600 | 100,649 | |||||||||||||||||||||
Total | $ | 29,330 | $ | 17,827 | $ | 17,155 | $ | 16,970 | $ | 16,838 | $ | 10,600 | $ | 108,720 | ||||||||||||||
The weighted average amortization periods for definite-lived intangible assets are as follows: 59 months for customer relationships, 16 months for technology, 113 months for content, and 64 months for total definite-lived intangible assets. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||
Dec. 31, 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): | ||||||||||||||||
31-Dec-14 | Fair value measurements at the reporting date using | |||||||||||||||
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 | $ | 8,490 | $ | — | $ | 8,490 | $ | — | ||||||||
Time deposits | 1,242 | — | 1,242 | — | ||||||||||||
Taxable municipal bonds | 4,754 | — | 4,754 | — | ||||||||||||
Total cash equivalents | 14,486 | — | 14,486 | — | ||||||||||||
Available-for-sale investments: | ||||||||||||||||
Debt securities: | ||||||||||||||||
U.S. government securities | 100,818 | — | 100,818 | — | ||||||||||||
International government securities | 6,560 | — | 6,560 | — | ||||||||||||
Commercial paper | 24,589 | — | 24,589 | — | ||||||||||||
Time deposits | 30,759 | — | 30,759 | — | ||||||||||||
Corporate bonds | 1,528 | — | 1,528 | — | ||||||||||||
Taxable municipal bonds | 87,366 | — | 87,366 | — | ||||||||||||
Total debt securities | 251,620 | — | 251,620 | — | ||||||||||||
Equity securities | 3,234 | 3,234 | — | — | ||||||||||||
Total available-for-sale investments | 254,854 | 3,234 | 251,620 | — | ||||||||||||
Total assets at fair value | $ | 269,340 | $ | 3,234 | $ | 266,106 | $ | — | ||||||||
December 31, 2013 | Fair value measurements at the reporting date using | |||||||||||||||
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 7: Debt" for details. | ||||||||||||||||
The Company had non-recurring Level 3 fair value measurements in 2014 related to its reporting units and various intangible assets as part of goodwill and intangible asset impairment reviews. See "Note 4: Goodwill and Other Intangible Assets" for details. | ||||||||||||||||
The contractual maturities of the debt securities classified as available-for-sale at December 31, 2014 and 2013 were less than one year. Available-for-sale investments as of December 31, 2013 included only debt securities. | ||||||||||||||||
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 | |||||||||||||
Balance as of December 31, 2014 | ||||||||||||||||
Debt securities | $ | 251,673 | $ | 16 | $ | (69 | ) | $ | 251,620 | |||||||
Equity securities | 4,312 | — | (1,078 | ) | 3,234 | |||||||||||
Total | $ | 255,985 | $ | 16 | $ | (1,147 | ) | $ | 254,854 | |||||||
Balance as of December 31, 2013 | $ | 203,479 | $ | 24 | $ | (23 | ) | $ | 203,480 | |||||||
As of December 31, 2014, the Company's equity securities, which consist of a single holding in a publicly-traded company, were in an unrealized loss position for less than 12 months. The Company has determined that such position is temporary. |
Balance_Sheet_Components
Balance Sheet Components | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Balance Sheet Related Disclosures [Abstract] | ||||||||
Balance Sheet Components | Balance Sheet Components | |||||||
Prepaid expenses and other current assets, net consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Prepaid expenses | $ | 8,676 | $ | 4,370 | ||||
Other current assets, net | 4,801 | 5,404 | ||||||
Total prepaid expenses and other current assets, net | $ | 13,477 | $ | 9,774 | ||||
Property and equipment, net consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Computer equipment and data center | $ | 10,392 | $ | 10,792 | ||||
Purchased software | 6,721 | 6,153 | ||||||
Internally-developed software | 9,045 | 7,166 | ||||||
Office equipment | 488 | 421 | ||||||
Office furniture | 2,467 | 2,061 | ||||||
Heavy equipment | 3,084 | 2,944 | ||||||
Leasehold improvements and other | 4,122 | 3,553 | ||||||
36,319 | 33,090 | |||||||
Accumulated depreciation | (21,279 | ) | (17,985 | ) | ||||
15,040 | 15,105 | |||||||
Capital projects in progress | 902 | 1,003 | ||||||
Total property and equipment, net | $ | 15,942 | $ | 16,108 | ||||
Total depreciation expense was $5.6 million, $4.5 million, and $3.8 million for the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||
Unamortized internally-developed software was $4.1 million and $3.2 million at December 31, 2014 and 2013, respectively. The Company recorded depreciation expense for internally-developed software of $1.6 million for the year ended December 31, 2014 and $0.9 million for each of the years ended December 31, 2013 and 2012. | ||||||||
Accrued expenses and other current liabilities consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Salaries and related expenses | $ | 5,463 | $ | 7,708 | ||||
Accrued content costs | 4,077 | 4,132 | ||||||
Accrued advertising | 3,292 | 6,155 | ||||||
Accrued interest on Notes (see Note 7) | 2,138 | 2,138 | ||||||
Tax refunds payable to sellers (see Note 3) | 792 | 6,814 | ||||||
Other | 5,743 | 4,162 | ||||||
Total accrued expenses and other current liabilities | $ | 21,505 | $ | 31,109 | ||||
Debt
Debt | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||
Debt | Debt | |||||||||||||||||||||||
The Company’s debt consisted of the following (in thousands): | ||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||
Principal | Unamortized | Net | Principal | Unamortized | Net | |||||||||||||||||||
amount | discount | carrying | amount | discount | carrying | |||||||||||||||||||
value | value | |||||||||||||||||||||||
Monoprice 2013 credit facility | $ | 42,000 | $ | (191 | ) | $ | 41,809 | $ | 50,000 | $ | (288 | ) | $ | 49,712 | ||||||||||
TaxACT 2013 credit facility | 51,940 | — | 51,940 | 71,384 | — | 71,384 | ||||||||||||||||||
Convertible Senior Notes | 201,250 | (16,073 | ) | 185,177 | 201,250 | (19,667 | ) | 181,583 | ||||||||||||||||
Total debt | $ | 295,190 | $ | (16,264 | ) | $ | 278,926 | $ | 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 Monoprice 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 $8.0 million on the credit facility 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 December 31, 2014, Monoprice was in compliance with all of the financial and operating covenants. As of December 31, 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 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 $19.4 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 December 31, 2014, the Company was in compliance with all of the financial and operating covenants. As of December 31, 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 December 31, 2014, the Notes were not convertible. As of December 31, 2013, the Notes were 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 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 years ended December 31, 2014 and 2013 related to the Notes (in thousands): | ||||||||||||||||||||||||
Years ended December 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Contractual interest expense (Cash) | $ | 8,553 | $ | 6,795 | ||||||||||||||||||||
Amortization of debt issuance costs (Non-cash) | 920 | 684 | ||||||||||||||||||||||
Accretion of debt discount (Non-cash) | 3,594 | 2,674 | ||||||||||||||||||||||
Total interest expense | $ | 13,067 | $ | 10,153 | ||||||||||||||||||||
Effective interest rate of the liability component | 7.32 | % | 7.32 | % | ||||||||||||||||||||
The fair value of the principal amount of the Notes as of December 31, 2014 was $190.6 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 | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||
Commitments and Contingencies | Commitments and Contingencies | |||||||||||||||||||||||||||
The Company's contractual commitments are as follows for years ending December 31 (in thousands): | ||||||||||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | ||||||||||||||||||||||
Operating lease commitments | $ | 3,154 | $ | 3,213 | $ | 2,916 | $ | 2,455 | $ | 2,502 | $ | 3,105 | $ | 17,345 | ||||||||||||||
Purchase commitments | 437 | 92 | 62 | — | — | — | 591 | |||||||||||||||||||||
Debt commitments | 8,000 | 8,000 | 8,000 | 69,940 | 201,250 | — | 295,190 | |||||||||||||||||||||
Interest on Notes | 8,553 | 8,553 | 8,553 | 8,553 | 4,277 | — | 38,489 | |||||||||||||||||||||
Escrow for acquisition-related indemnifications | 735 | — | — | — | — | — | 735 | |||||||||||||||||||||
Total | $ | 20,879 | $ | 19,858 | $ | 19,531 | $ | 80,948 | $ | 208,029 | $ | 3,105 | $ | 352,350 | ||||||||||||||
Operating lease commitments: The Company has non-cancelable operating leases for its facilities. The leases run through 2022. Rent expense under operating leases totaled $3.0 million, $2.0 million, and $1.8 million for the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||||||||||||||||||||||
Purchase commitments: The Company's purchase commitments consist primarily of non-cancelable service agreements for its data centers. | ||||||||||||||||||||||||||||
Debt commitments and interest on Notes: The Company’s debt commitments are based upon contractual payment terms and consist of the outstanding principal related to the Monoprice credit facility, the TaxACT credit facility, and the Notes. The Company may repay the amounts outstanding under the Monoprice and TaxACT credit facilities before their terms are complete, depending upon the cash generated by the respective businesses, and under the Notes based upon holders exercising their conversion option. For further detail regarding the credit facilities and the Notes, see "Note 7: Debt." | ||||||||||||||||||||||||||||
Escrow for acquisition-related indemnifications: The Company holds escrow for acquisition-related indemnifications around general representations and warranties in connection with the Balance Financial acquisition. See "Note 3: Business Combinations" for further discussion of the escrow. | ||||||||||||||||||||||||||||
Collateral pledged: The Company has pledged a portion of its cash as collateral for certain of its property lease-related banking arrangements. At December 31, 2014, the total amount of collateral pledged under these standby letters of credit was $0.9 million. | ||||||||||||||||||||||||||||
Off-balance sheet arrangements: The Company has no off-balance sheet arrangements other than operating leases. | ||||||||||||||||||||||||||||
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, and 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. Prior to filing the amended consolidated complaint, the plaintiff agreed to voluntarily dismiss this case without prejudice, and the Court granted the order dismissing the case on November 4, 2014. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Equity [Abstract] | ||||||||||||
Stockholders' Equity | Stockholders’ Equity | |||||||||||
Stock incentive plan: The Company may grant non-qualified stock options, stock, RSUs, and stock appreciation rights to employees, non-employee directors, and consultants. | ||||||||||||
The Company granted options and RSUs during 2014, 2013, and 2012 under the Company’s Restated 1996 Flexible Stock Incentive Plan. Options and RSUs generally vest over a period of three years, with one-third vesting one year from the date of grant and the remainder vesting ratably thereafter on a semi-annual basis, and expire seven years from the date of grant. There are a few exceptions to this vesting schedule, which provide for vesting at different rates or based on achievement of performance or market targets. | ||||||||||||
The Company issues new shares upon the exercise of options and upon the vesting of RSUs. If an option or RSU is surrendered or otherwise unused, the related shares will continue to be available. | ||||||||||||
Warrant: On August 23, 2011, the Company issued a warrant to purchase 1.0 million shares of Blucora common stock, exercisable at a price of $9.62 per share (the “Warrant”). 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"). The modification date fair value previously recognized in "Additional paid-in capital" of $6.2 million was classified as a current liability, 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" in the amounts of $11.7 million and $2.3 million for the years ended December 31, 2013 and 2012, respectively. The Company recorded $6.6 million in total expense relating to the modification and subsequent change in fair value for the Warrant for the year ended December 31, 2012. 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. The related derivative instrument liability balance of $20.2 million was settled through "Additional paid-in capital." | ||||||||||||
1998 Employee Stock Purchase Plan (“ESPP”): The ESPP permits eligible employees to contribute up to 15% of their base earnings toward the twice-yearly purchase of Company common stock, subject to an annual maximum dollar amount. The purchase price is the lesser of 85% of the fair market value of common stock on the first day or on the last day of an offering period. An aggregate of 1.4 million shares of common stock are authorized for issuance under the ESPP. Of this amount, 0.3 million shares were available for issuance. The Company issues new shares upon purchase through the ESPP. | ||||||||||||
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 year ended December 31, 2014, the Company purchased 2.3 million shares in open-market transactions at a total cost of approximately $38.6 million and an average price of $16.85 per share, exclusive of purchase and administrative costs. During the year ended December 31, 2013, the Company purchased 0.4 million shares in open-market transactions at a total cost of approximately $10.0 million and an average price of $23.95 per share, exclusive of purchase and administrative costs. As of December 31, 2014, the Company may repurchase up to an additional $36.5 million of its common stock under the repurchase program. | ||||||||||||
Other comprehensive income: The following table provides information about activity in other comprehensive income (in thousands): | ||||||||||||
Unrealized gain (loss) | Unrealized gain (loss) | Total | ||||||||||
on investments | on derivative | |||||||||||
instrument | ||||||||||||
Balance as of December 31, 2011 | $ | 32 | $ | — | $ | 32 | ||||||
Other comprehensive loss | (42 | ) | (266 | ) | (308 | ) | ||||||
Balance as of December 31, 2012 | (10 | ) | (266 | ) | (276 | ) | ||||||
Other comprehensive income | 10 | 266 | 276 | |||||||||
Balance as of December 31, 2013 | — | — | — | |||||||||
Other comprehensive loss | (1,113 | ) | — | (1,113 | ) | |||||||
Balance as of December 31, 2014 | $ | (1,113 | ) | $ | — | $ | (1,113 | ) | ||||
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||||||
A summary of the general terms of stock options and RSUs at December 31, 2014 was as follows: | |||||||||||||
Number of shares authorized for awards | 7,671,479 | ||||||||||||
Options and RSUs outstanding | 5,097,247 | ||||||||||||
Options and RSUs expected to vest | 4,701,050 | ||||||||||||
Options and RSUs available for grant | 2,574,232 | ||||||||||||
The following activity occurred under the Company’s stock incentive plans: | |||||||||||||
Options | Weighted average | Intrinsic value | Weighted average | ||||||||||
exercise price | (in thousands) | remaining | |||||||||||
contractual term | |||||||||||||
(in years) | |||||||||||||
Stock options: | |||||||||||||
Outstanding December 31, 2013 | 3,786,561 | $ | 11.57 | ||||||||||
Granted | 1,483,486 | $ | 19.95 | ||||||||||
Forfeited | (179,678 | ) | $ | 19.87 | |||||||||
Expired | (72,592 | ) | $ | 19.15 | |||||||||
Exercised | (673,952 | ) | $ | 9.96 | |||||||||
Outstanding December 31, 2014 | 4,343,825 | $ | 14.21 | $ | 9,131 | 4.6 | |||||||
Exercisable December 31, 2014 | 2,529,778 | $ | 10.85 | $ | 8,985 | 3.6 | |||||||
Expected to vest after December 31, 2014 | 4,062,243 | $ | 13.93 | $ | 9,115 | 4.5 | |||||||
Stock units | Weighted average | Intrinsic value | Weighted average | ||||||||||
grant date | (in thousands) | remaining | |||||||||||
fair value | contractual term | ||||||||||||
(in years) | |||||||||||||
RSUs: | |||||||||||||
Outstanding December 31, 2013 | 1,078,481 | $ | 17.07 | ||||||||||
Granted | 536,964 | $ | 18.44 | ||||||||||
Forfeited | (430,782 | ) | $ | 19.23 | |||||||||
Vested | (431,241 | ) | $ | 15.21 | |||||||||
Outstanding December 31, 2014 | 753,422 | $ | 17.88 | $ | 10,435 | 1.1 | |||||||
Expected to vest after December 31, 2014 | 638,807 | $ | 17.88 | $ | 8,847 | 1 | |||||||
Supplemental information is presented below: | |||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Stock options: | |||||||||||||
Weighted average grant date fair value per share granted | $ | 5.67 | $ | 5.05 | $ | 3.84 | |||||||
Total intrinsic value of options exercised (in thousands) | $ | 3,600 | $ | 2,626 | $ | 3,886 | |||||||
Total fair value of options vested (in thousands) | $ | 4,000 | $ | 2,410 | $ | 2,288 | |||||||
RSUs: | |||||||||||||
Weighted average grant date fair value per unit granted | $ | 18.44 | $ | 18.86 | $ | 13.19 | |||||||
Total intrinsic value of units vested (in thousands) | $ | 8,315 | $ | 7,986 | $ | 4,663 | |||||||
Total fair value of units vested (in thousands) | $ | 6,560 | $ | 5,163 | $ | 3,049 | |||||||
The Company included the following amounts for stock-based compensation expense, which related to stock options, RSUs, and the ESPP, in the consolidated statements of comprehensive income (in thousands): | |||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Cost of revenues | $ | 477 | $ | 662 | $ | 558 | |||||||
Engineering and technology | 1,569 | 1,351 | 1,180 | ||||||||||
Sales and marketing | 2,047 | 2,335 | 1,909 | ||||||||||
General and administrative | 7,791 | 7,179 | 9,576 | ||||||||||
Total | $ | 11,884 | $ | 11,527 | $ | 13,223 | |||||||
Excluded and capitalized as part of internal-use software | $ | 106 | $ | 115 | $ | 121 | |||||||
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 and $0.5 million to stock-based compensation expense in 2014 and 2013, respectively, both of which were classified in "General and administrative expense." No expense was recognized in 2012, as a qualified acquisition did not occur. | |||||||||||||
In October 2011, the Company granted 200,000 stock options to a non-employee consultant who performed acquisition-related activities. The award’s vesting was predicated on completing a “qualified acquisition” under the terms of the award. The completion of the TaxACT acquisition on January 31, 2012 constituted a qualified acquisition under the terms of the award. The vesting of the award resulted in a charge of $0.9 million to stock-based compensation expense in 2012, which was classified in "General and administrative expense." | |||||||||||||
As discussed in "Note 9: Stockholders’ Equity," the acquisition of the TaxACT business on January 31, 2012 fulfilled the Warrant agreement's remaining performance condition and extended the Warrant’s expiration date. The extension of the Warrant’s term was a modification that resulted in a $4.3 million charge to stock-based compensation expense, equal to the increase in the Warrant’s fair value, and was recognized in "General and administrative expense" in the first quarter of 2012. Subsequent to the modification, the Company treated the Warrant as a derivative instrument. | |||||||||||||
To estimate stock-based compensation expense, the Company used the Black-Scholes-Merton valuation method with the following assumptions for equity awards granted: | |||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Stock option grants: | |||||||||||||
Risk-free interest rate | 0.11% - 1.31% | 0.25% - 1.06% | 0.26% - 1.57% | ||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||
Expected volatility | 35% - 43% | 40% - 46% | 40% - 48% | ||||||||||
Expected life | 3.0 years | 3.2 years | 3.3 years | ||||||||||
Non-employee stock option grant: | |||||||||||||
Risk-free interest rate | — | — | 0.26 | % | |||||||||
Expected dividend yield | — | — | 0 | % | |||||||||
Expected volatility | — | — | 38% - 41% | ||||||||||
Expected life | — | — | 1.6 - 2.2 years | ||||||||||
Warrant grant: | |||||||||||||
Risk-free interest rate | — | — | 0.95 | % | |||||||||
Expected dividend yield | — | — | 0 | % | |||||||||
Expected volatility | — | — | 46 | % | |||||||||
Expected life | — | — | 5.6 years | ||||||||||
The risk-free interest rate was based on the implied yield available on U.S. Treasury issues with an equivalent remaining term. The Company last paid a dividend in 2008 but does not expect to pay recurring dividends. The expected volatility was based on historical volatility of the Company’s stock for the related expected life of the award. The expected life of the award was based on historical experience, including historical post-vesting termination behavior. | |||||||||||||
As of December 31, 2014, total unrecognized stock-based compensation expense related to unvested stock awards is as follows: | |||||||||||||
Expense | Weighted average period over which to be recognized | ||||||||||||
(in thousands) | (in years) | ||||||||||||
Stock options | $ | 4,058 | 1.5 | ||||||||||
RSUs | 5,297 | 1.3 | |||||||||||
Total | $ | 9,355 | 1.4 | ||||||||||
Segment_Information
Segment Information | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Segment Information | Segment Information | |||||||||||
The Company changed its segment reporting structure as a result of the TaxACT acquisition on January 31, 2012 and again 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, amortization of intangible assets, and impairment of goodwill and 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): | ||||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenues: | ||||||||||||
Search and Content | $ | 326,270 | $ | 428,464 | $ | 344,814 | ||||||
Tax Preparation | 103,719 | 91,213 | 62,105 | |||||||||
E-Commerce | 150,731 | 54,303 | — | |||||||||
Total revenues | 580,720 | 573,980 | 406,919 | |||||||||
Operating income (loss): | ||||||||||||
Search and Content | 55,812 | 82,504 | 62,185 | |||||||||
Tax Preparation | 49,696 | 40,599 | 30,052 | |||||||||
E-Commerce | 12,043 | 4,967 | — | |||||||||
Corporate-level activity | (125,992 | ) | (53,621 | ) | (48,032 | ) | ||||||
Total operating income (loss) | (8,441 | ) | 74,449 | 44,205 | ||||||||
Other loss, net | (14,766 | ) | (29,623 | ) | (6,677 | ) | ||||||
Income tax expense | (12,340 | ) | (20,427 | ) | (15,002 | ) | ||||||
Net income (loss) | $ | (35,547 | ) | $ | 24,399 | $ | 22,526 | |||||
"Corporate-level activity" in 2014 included impairment of goodwill and intangible assets, as discussed further in "Note 4: Goodwill and Other Intangible Assets." |
Other_Loss_Net
Other Loss, Net | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Other Income and Expenses [Abstract] | ||||||||||||
Other Loss, Net | Other Loss, Net | |||||||||||
"Other loss, net" consisted of the following (in thousands): | ||||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Interest income | $ | (352 | ) | $ | (300 | ) | $ | (131 | ) | |||
Interest expense (see Note 7) | 11,202 | 9,463 | 3,522 | |||||||||
Amortization of debt issuance costs (see Note 7) | 1,143 | 1,108 | 820 | |||||||||
Accretion of debt discounts (see Note 7) | 3,691 | 2,838 | 325 | |||||||||
Loss on debt extinguishment and modification expense (see Note 7) | — | 1,593 | — | |||||||||
Loss on derivative instrument (see Notes 2 and 9) | — | 11,652 | 2,346 | |||||||||
Impairment of equity investment in privately-held company | — | 3,711 | — | |||||||||
Decrease in pre-acquisition liability (see Note 3) | (665 | ) | — | — | ||||||||
Decrease in fair value of earn-out contingent liability | (15 | ) | (300 | ) | — | |||||||
Other | (238 | ) | (142 | ) | (205 | ) | ||||||
Other loss, net | $ | 14,766 | $ | 29,623 | $ | 6,677 | ||||||
In 2013, in connection with the Company’s review of its equity method investments for other-than-temporary impairment, the Company determined that its equity investment in a privately-held company had experienced an other-than-temporary decline in value, due to recurring losses from operations, significant personnel reductions, and a change in the underlying business model. Accordingly, the Company wrote down the $3.7 million carrying value of the investment to zero, resulting in a loss. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
Income tax expense consisted of the following (in thousands): | ||||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
U.S. federal | $ | 23,921 | $ | 30,452 | $ | 23,303 | ||||||
State | 2,086 | 642 | 437 | |||||||||
Total current expense | 26,007 | 31,094 | 23,740 | |||||||||
Deferred: | ||||||||||||
U.S. federal | (12,621 | ) | (10,430 | ) | (8,234 | ) | ||||||
State | (1,046 | ) | (237 | ) | (504 | ) | ||||||
Total deferred benefit | (13,667 | ) | (10,667 | ) | (8,738 | ) | ||||||
Income tax expense, net | $ | 12,340 | $ | 20,427 | $ | 15,002 | ||||||
Income tax expense (benefit) differed from the amount computed by applying the statutory federal income tax rate as follows (in thousands): | ||||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Income tax expense (benefit) at federal statutory rate of 35% | $ | (8,122 | ) | $ | 15,689 | $ | 13,135 | |||||
State income taxes, net of federal benefit | 657 | 320 | (89 | ) | ||||||||
Non-deductible compensation | 569 | 221 | 1,621 | |||||||||
Deductible domestic manufacturing costs | (1,080 | ) | (949 | ) | (804 | ) | ||||||
Non-deductible impairment of goodwill (see Note 4) | 20,789 | — | — | |||||||||
Non-deductible loss on derivative instrument (the Warrant, see Note 9) | — | 4,078 | 821 | |||||||||
Change in liabilities for uncertain tax positions | (72 | ) | (201 | ) | (75 | ) | ||||||
Change in valuation allowance on unrealized capital losses | (117 | ) | 1,108 | — | ||||||||
Other | (284 | ) | 161 | 393 | ||||||||
Income tax expense, net | $ | 12,340 | $ | 20,427 | $ | 15,002 | ||||||
As discussed further in "Note 4: Goodwill and Other Intangible Assets," the Company recorded an impairment of goodwill in 2014. | ||||||||||||
The tax effect of temporary differences and net operating loss carryforwards that gave rise to the Company’s deferred tax assets and liabilities were as follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Current: | ||||||||||||
Net operating loss carryforwards | $ | 19,964 | $ | 34,167 | ||||||||
Accrued compensation | 1,318 | 1,605 | ||||||||||
Deferred revenue | 2,594 | 2,385 | ||||||||||
Inventory | 1,462 | 800 | ||||||||||
Other, net | 2,149 | 1,903 | ||||||||||
Total current deferred tax assets | 27,487 | 40,860 | ||||||||||
Non-current: | ||||||||||||
Net operating loss carryforwards | 179,671 | 190,974 | ||||||||||
Tax credit carryforwards | 10,370 | 9,259 | ||||||||||
Depreciation and amortization | 6,388 | 7,696 | ||||||||||
Stock-based compensation | 5,941 | 5,318 | ||||||||||
Other, net | 4,977 | 4,204 | ||||||||||
Total non-current deferred tax assets | 207,347 | 217,451 | ||||||||||
Total gross deferred tax assets | 234,834 | 258,311 | ||||||||||
Valuation allowance | (211,865 | ) | (235,730 | ) | ||||||||
Deferred tax assets, net of valuation allowance | 22,969 | 22,581 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Current: | ||||||||||||
Other, net | (133 | ) | (253 | ) | ||||||||
Total current deferred tax liabilities | (133 | ) | (253 | ) | ||||||||
Non-current: | ||||||||||||
Depreciation and amortization | (57,158 | ) | (68,888 | ) | ||||||||
Discount on Notes | (5,816 | ) | (6,977 | ) | ||||||||
Other, net | — | (5 | ) | |||||||||
Total non-current deferred tax liabilities | (62,974 | ) | (75,870 | ) | ||||||||
Total gross deferred tax liabilities | (63,107 | ) | (76,123 | ) | ||||||||
Net deferred tax liabilities | $ | (40,138 | ) | $ | (53,542 | ) | ||||||
At December 31, 2014, the Company evaluated the need for a valuation allowance for certain deferred tax assets based upon its assessment of whether it is more likely than not that the Company will generate sufficient future taxable income necessary to realize the deferred tax benefits. The Company does not forecast capital gains and, therefore, maintains a valuation allowance against its capital loss deferred tax assets. The Company has deferred tax assets related to net operating losses that arose from excess tax benefits for stock-based compensation and minimum tax credits that arose from the corresponding alternative minimum tax paid for those excess tax benefits. The Company must apply a valuation allowance against these equity-based deferred tax assets until the Company utilizes the deferred tax assets to reduce taxes payable. Accordingly, the Company does not consider these deferred tax assets when evaluating changes in the valuation allowance. | ||||||||||||
The changes in the valuation allowance for deferred tax assets are shown below (in thousands): | ||||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Balance at beginning of year | $ | 235,730 | $ | 262,353 | ||||||||
Net changes to deferred tax assets, subject to a valuation allowance | (23,865 | ) | (26,623 | ) | ||||||||
Balance at end of year | $ | 211,865 | $ | 235,730 | ||||||||
For the years ended December 31, 2014 and 2013, the valuation allowance increased approximately $0.3 million and $1.1 million, respectively, for changes in unrealized capital loss deferred tax assets. For the years ended December 31, 2014 and 2013, the remaining decrease in the valuation allowance pertained to utilization of equity-based deferred tax assets used to reduce taxes payable in the amounts of $24.1 million and $27.7 million, respectively. As of December 31, 2014, $209.0 million of the valuation allowance pertained to equity-based deferred tax assets. The consolidated balance sheets reflect an increase in equity upon the release of this valuation allowance. Accordingly, income tax expense does not reflect a benefit for the release of the valuation allowance. | ||||||||||||
As of December 31, 2014, the Company’s U.S. federal and state net operating loss carryforwards for income tax purposes were $570.4 million and $24.5 million, respectively, which primarily related to excess tax benefits for stock-based compensation. When the net operating loss carryforwards related to stock-based compensation are recognized, the income tax benefit of those losses is accounted for as a credit to stockholders’ equity on the consolidated balance sheets rather than on the consolidated statements of comprehensive income. If not utilized, the Company’s federal net operating loss carryforwards will expire between 2020 and 2031, with the majority of them expiring between 2020 and 2024. Additionally, changes in ownership, as defined by Section 382 of the Internal Revenue Code, may limit the amount of net operating loss carryforwards used in any one year. | ||||||||||||
A reconciliation of the unrecognized tax benefit balances is as follows (in thousands): | ||||||||||||
Balance as of December 31, 2011 | $ | 18,267 | ||||||||||
Gross increases for tax positions of prior years | 1,208 | |||||||||||
Gross decreases for tax positions of prior years | (216 | ) | ||||||||||
Lapse of statute of limitations | (171 | ) | ||||||||||
Balance as of December 31, 2012 | 19,088 | |||||||||||
Gross increases for tax positions of prior years | 219 | |||||||||||
Gross decreases for tax positions of prior years | (101 | ) | ||||||||||
Settlements | (562 | ) | ||||||||||
Lapse of statute of limitations | (107 | ) | ||||||||||
Balance as of December 31, 2013 | 18,537 | |||||||||||
Gross increases for tax positions of prior years | 126 | |||||||||||
Gross decreases for tax positions of prior years | (199 | ) | ||||||||||
Settlements | (61 | ) | ||||||||||
Lapse of statute of limitations | — | |||||||||||
Balance as of December 31, 2014 | $ | 18,403 | ||||||||||
The total amount of unrecognized tax benefits that would affect the Company’s effective tax rate if recognized was $0.5 million and $0.6 million as of December 31, 2014 and 2013, respectively. The remaining $17.9 million as of December 31, 2014 and 2013, if recognized, would create a deferred tax asset subject to a valuation allowance. The Company and certain of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. In previous years, the Company also filed in various foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2011, although net operating loss carryforwards and tax credit carryforwards from any year are subject to examination and adjustment for at least three years following the year in which they are fully utilized. As of December 31, 2014, no significant adjustments have been proposed relative to the Company’s tax positions. | ||||||||||||
The Company recognizes interest and penalties related to uncertain tax positions in interest expense and general and administrative expenses, respectively. During the years ended December 31, 2014, 2013, and 2012, the Company recognized less than $0.1 million of interest and penalties related to uncertain tax positions upon expiration of the statute of limitations on assessments. The Company had approximately $0.3 million accrued for the payment of interest and penalties as of December 31, 2014 and 2013. |
Net_Income_Loss_Per_Share
Net Income (Loss) Per Share | 12 Months Ended | ||||||||
Dec. 31, 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 2013 and 2012), 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): | |||||||||
Years ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Weighted average common shares outstanding, basic | 41,396 | 41,201 | 40,279 | ||||||
Dilutive potential common shares | — | 2,279 | 1,393 | ||||||
Weighted average common shares outstanding, diluted | 41,396 | 43,480 | 41,672 | ||||||
Shares excluded | 5,468 | 381 | 1,172 | ||||||
Shares excluded primarily related to shares excluded due to the antidilutive effect of a net loss (in 2014), 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 9: Stockholders’ Equity," on November 21, 2013, the Warrant was exercised and 1.0 million shares of the Company’s common stock were issued accordingly. The weighted average of these shares was included in "Weighted average common shares outstanding, basic" starting in November 2013. Prior to that, the weighted average of the incremental common shares issuable upon the exercise of the Warrant were included in the dilutive potential common shares. | |||||||||
As more fully discussed in "Note 7: 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 for the reporting period exceeds the conversion price of the Notes, which occurred only in the fourth quarter of 2013. |
The_Company_and_Basis_of_Prese1
The Company and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [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 |
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 | Reclassification: As a result of the Monoprice acquisition in August 2013, the Company reclassified credit card fees previously reported in "Services cost of revenue" to "Sales and marketing" for the year ended December 31, 2012 to conform with the 2013 presentation. The Company assessed the related materiality of the reclassification and concluded that it was immaterial to any of its previously issued financial statements. The reclassification had no effect on reported revenues, operating income, or cash flows for the periods presented. |
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 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. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Cash equivalents | Cash equivalents: The Company considers all highly liquid debt instruments with an original maturity of ninety days or less at date of acquisition to be cash equivalents. | |
Short-term investments | 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 loss" on the consolidated balance sheets. | |
The Company reviews its available-for-sale investments for impairment 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. An impairment classified as temporary is recognized in "Accumulated other comprehensive loss" on the consolidated balance sheets. An impairment classified as other-than-temporary is recognized in "Other loss, net" on the consolidated statements of comprehensive income. | ||
Accounts receivable | Accounts receivable: Accounts receivable are stated at amounts due from customers net of an allowance for doubtful accounts. | |
Inventories | 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. | |
Property and equipment | Property and equipment: Property and equipment are stated at cost. Depreciation is computed under the straight-line method over the following estimated useful lives: | |
Computer equipment and software | 3 years | |
Data center servers | 3 years | |
Internally-developed software | 3 years | |
Office equipment | 7 years | |
Office furniture | 7 years | |
Heavy equipment | 10 years | |
Leasehold improvements | Shorter of lease term or economic life | |
The Company capitalizes certain internal-use software development costs, consisting primarily of employee salaries and benefits allocated on a project or product basis. | ||
Business combinations and intangible assets including goodwill | 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, and is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date. Reporting units are consistent with reportable segments. 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. | |
Goodwill and intangible assets impairment | Goodwill and intangible assets impairment: The Company evaluates goodwill and indefinite-lived intangible assets for impairment annually, as of November 30, or more frequently when events or circumstances indicate that impairment may have occurred. As part of the impairment evaluation, the Company may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit (for goodwill) or an indefinite-lived intangible asset is less than its carrying value, or if the Company elects to bypass the qualitative assessment, the Company then would proceed with the quantitative impairment test. | |
The goodwill quantitative impairment test is a two-step process that first compares the carrying values of reporting units to their fair values. If the carrying value of a reporting unit exceeds the fair value, a second step is performed to compute the amount of impairment. This second step determines the current fair values of all assets and liabilities of the reporting unit and then compares the implied fair value of the reporting unit's goodwill to the carrying value of that goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess. | ||
The indefinite-lived intangible asset quantitative impairment test compares the carrying value of the intangible asset to its fair value. If the carrying value of the intangible asset exceeds the fair value, an impairment loss is recognized in an amount equal to the excess. | ||
Fair value typically is estimated using the present value of future discounted cash flows, an income approach. The significant estimates in the discounted cash flow model include the weighted-average cost of capital, long-term rates of revenue growth and/or profitability of our businesses, and working capital effects. The weighted-average cost of capital considers the relevant risk associated with business-specific characteristics and the uncertainty related to each business's ability to achieve the projected cash flows. To validate the reasonableness of the reporting unit fair values used in the goodwill impairment test, the Company reconciles the aggregate fair values of its reporting units to the aggregate market value of its common stock on the date of valuation, while considering a reasonable acquisition premium. These estimates and the resulting valuations require significant judgment. | ||
Definite-lived intangible assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset or group of assets may not be recoverable. The determination of recoverability is based on an estimate of pre-tax undiscounted future cash flows, using the Company's best estimates of future net sales and operating expenses, expected to result from the use and eventual disposition of the asset or group of assets over the remaining economic life of the primary asset in the asset group. The Company measures the amount of the impairment as the excess of the asset's carrying value over its fair value. | ||
Equity method investments | Equity method investments: The Company currently holds equity securities and warrants to purchase equity securities, for business and strategic purposes, in companies whose securities are not publicly traded. The equity method is used to account for investments in these companies, if the investment provides the Company with the ability to exercise significant influence over operating and financial policies of the investees. The Company records its proportionate share of the net earnings or losses of equity method investees and a corresponding increase or decrease to the investment balances. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate, in management’s judgment, that the carrying value of such investments may have experienced a decline in value | |
Debt issuance costs and debt discounts | Debt issuance costs and debt discounts: Debt issuance costs and debt discounts are deferred and amortized as interest expense under the effective interest method over the contractual term of the related debt, adjusted for prepayments in the case of the Company’s credit facilities (see "Note 7: Debt"). | |
Debt issuance costs related to the Company’s Convertible Senior Notes (the “Notes”) issued in 2013 were allocated to the liability and equity components of the instrument. The debt issuance costs allocated to the liability component are amortized to interest expense through the earlier of the maturity date of the Notes or the date of conversion, if any. The debt issuance costs allocated to the equity component of the Notes were recorded as an offset to "Additional paid-in capital" | ||
Derivative instruments and hedging | 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 9: Stockholders' Equity"), or in "Accumulated other comprehensive loss" on the consolidated balance sheets, for those used in a hedging relationship (the interest rate swap - see "Note 7: 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 $11.7 million and $2.3 million for the years ended December 31, 2013 and 2012, 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 | 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 has 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. | ||
Revenue recognition | Revenue recognition: The Company recognizes revenue when all four revenue recognition criteria have been met: persuasive evidence of an arrangement exists, the Company has delivered the product or performed the service, the fee is fixed or determinable, and collectability is probable. Determining whether and when these criteria have been satisfied involves exercising judgment and using estimates and assumptions that can have an impact on the timing and amount of revenue that the Company recognizes. | |
The Company evaluates whether revenue should be presented on a gross basis, which is the amount that a customer pays for the service or product, or on a net basis, which is the customer payment less amounts the Company pays to suppliers. In making that evaluation, the Company primarily considers indicators such as whether the Company is the primary obligor in the arrangement and assumes the risks and rewards as a principal in the customer transaction. The evaluation of these factors, which at times can be contradictory, are subject to significant judgment and subjectivity. | ||
Search services revenue recognition | Search services revenue recognition: The majority of the Company’s revenues are generated from its search services. Search services revenue primarily consists of advertising revenue generated through end-users clicking on paid listings included in the search results display, as well as from advertisements appearing on the Company's HowStuffWorks.com website. The paid listings, as well as algorithmic search results, primarily are supplied by Google and Yahoo!, referred to as "Search Customers." When a user submits a search query through one of the Company's owned and operated or distribution partner sites and clicks on a paid listing displayed in response to the query, the Search Customer bills the advertiser that purchased the paid listing directly and shares a portion of its related paid listing fee with the Company. If the paid listing click occurred on one of its distribution partners' properties, the Company pays a significant share of its revenue to the distribution partner. Revenue is recognized in the period in which such clicks on paid listings occur and is based on the amounts earned by and ultimately remitted to the Company. This revenue is recorded in the Search and Content segment. | |
Under the Company’s agreements with its Search Customers and its distribution partners, the Company is the primary obligor (i.e., is responsible to the Search Customers for providing the search services in accordance with the applicable agreements and remediating any service issues) and separately negotiates each revenue or unit pricing contract independent of any revenue sharing arrangements. For search services, the Company determines the paid search results, content, and information directed to its owned and operated websites and its distribution partners’ web properties. Consequently, the Company records search services revenue on a gross basis. | ||
Tax preparation revenue recognition | Tax preparation revenue recognition: The Company derives service revenue from the sale of tax preparation online services, ancillary service offerings, packaged tax preparation software, and multiple element arrangements that may include a combination of these items. Ancillary service offerings include tax preparation support services, data archive services, bank or reloadable pre-paid debit card services, e-filing services, and other value-added services. This revenue is recorded in the Tax Preparation segment. | |
The Company’s Tax Preparation segment revenue consists primarily of hosted tax preparation online services, tax preparation support services, data archive services, and e-filing services. The Company recognizes revenue from these services as the services are performed and the four revenue recognition criteria described above are met. | ||
The Company recognizes revenue from the sale of its packaged software when legal title transfers. This is generally when its customers download the software from the Internet or when the software ships. | ||
The bank or reloadable prepaid debit card services are offered to taxpayers as an option to receive their tax refunds in the form of a prepaid bank card or to have the fees for the software and/or services purchased by the customers deducted from their refunds. Other value-added service revenue consists of revenue from revenue sharing and royalty arrangements with third party partners. Revenue for these transactions is recognized when the four revenue recognition criteria described above are met; for some arrangements that is upon filing and for other arrangements that is upon the Company’s determination of when collectability is probable. | ||
For software and/or services that consist of multiple elements, the Company must: (1) determine whether and when each element has been delivered; (2) determine the fair value of each element using the selling price hierarchy of vendor-specific objective evidence (“VSOE”) of fair value if available, third-party evidence (“TPE”) of fair value if VSOE is not available, and estimated selling price (“ESP”) if neither VSOE nor TPE is available; and (3) allocate the total price among the various elements based on the relative selling price method. Once the Company has allocated the total price among the various elements, it recognizes revenue when the revenue recognition criteria described above are met for each element. | ||
VSOE generally exists when the Company sells the deliverable separately. When VSOE cannot be established, the Company attempts to establish a selling price for each element based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. When the Company is unable to establish selling price using VSOE or TPE, it uses ESP in its allocation of arrangement consideration. ESP is the estimated price at which the Company would sell the software or service if it were sold on a stand-alone basis. The Company determines ESP for the software or service by considering multiple factors including, but not limited to, historical stand-alone sales, pricing practices, market conditions, competitive landscape, internal costs, and gross margin objectives. | ||
In some situations, the Company receives advance payments from its customers. The Company defers revenue associated with these advance payments and recognizes the consideration for each element when the Company ships the software or performs the services, as appropriate. Advance payments related to data archive services are deferred and recognized over the related contractual term. | ||
E-Commerce revenue recognition | E-Commerce revenue recognition: The Company derives product revenue from online sales of self-branded electronics and accessories to both consumers and businesses. The Company recognizes product revenue from product sales when all four revenue recognition criteria, as outlined above, have been met. Because the Company either (i) has a general practice of refunding customer losses for products damaged while in-transit despite selling terms indicating title transfers at the point of shipment or (ii) has FOB-destination shipping terms specifically set out in certain arrangements, delivery is deemed to occur at the point in time when the product is received by the customer. All amounts billed to a customer in a sale transaction related to shipping and handling, if any, represent revenues earned for the goods provided, and these amounts have been classified as "Product revenue." Costs related to such shipping and handling billings are classified as "Product cost of revenue." | |
The Company provides its customers with a thirty-day right of return. Return allowances, which reduce revenue, are estimated using historical experience. | ||
Cost of revenues | Cost of revenues: The Company records the cost of revenues for sales of products and services when the related revenue is recognized. "Services cost of revenue" consists of costs related to the Search and Content and Tax Preparation businesses, which include revenue sharing arrangements with our distribution partners, usage-based content fees, royalties, bank product services fees, and amortization of intangible assets. It also consists of costs associated with the operation of the data centers that serve the Company’s Search and Content and Tax Preparation businesses, which include personnel expenses (salaries, stock-based compensation, benefits, and other employee-related costs), depreciation, and bandwidth costs. "Product cost of revenue" consists of costs related to the E-Commerce business, which include product costs, inbound and outbound shipping and handling costs, packaging supplies, and provisions for inventory obsolescence. Shipping charges to receive products from the Company’s suppliers are included in inventory and recognized as product cost of revenue upon sale of products to customers. | |
Engineering and technology expenses | Engineering and technology expenses: Engineering and technology expenses are associated with the research, development, support, and ongoing enhancements of the Company’s offerings, including personnel expenses (salaries, stock-based compensation, benefits, and other employee-related costs), the cost of temporary help and contractors to augment staffing, software support and maintenance, bandwidth and hosting, and professional services fees. | |
Sales and marketing expenses | Sales and marketing expenses: Sales and marketing expenses consist principally of marketing expenses associated with the Company’s TaxACT and Monoprice websites (which include television, radio, online, text, and email channels), the Company’s owned and operated web search properties (which consist of traffic acquisition, including the Company’s online marketing fees paid to search engines to drive traffic to an owned and operated website, agency fees, brand promotion expense, and market research expense), personnel costs (salaries, stock-based compensation, benefits, and other employee-related costs) for personnel engaged in marketing and selling activities, and fulfillment expenses primarily associated with the Company’s E-Commerce business. Fulfillment expenses include direct operating expenses (including personnel costs) related to the Company’s purchasing, customer and technical support, receiving, inspection and warehouse functions, the cost of temporary help and contractors to augment staffing, and credit card processing fees. | |
General and administrative expenses | General and administrative expenses: General and administrative expenses consist primarily of personnel expenses (salaries, stock-based compensation, benefits, and other employee-related costs), the cost of temporary help and contractors to augment staffing, professional services fees (which include legal, audit, and tax fees), general business development and management expenses, occupancy and general office expenses, business taxes, and insurance expenses. | |
Stock-based compensation | Stock-based compensation: The Company measures stock-based compensation at the grant date based on the fair value of the award and recognizes it as expense, net of estimated forfeitures, over the vesting or service period, as applicable, of the stock award using the straight-line method. The Company recognizes stock-based compensation over the vesting period for each separately vesting portion of a share-based award as if they were individual share-based awards. The Company estimates forfeitures at the time of grant and revises those estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |
Employee benefit plan | Employee benefit plan: The Company has a 401(k) savings plan covering its employees. Eligible employees may contribute through payroll deductions. The Company may match the employees’ 401(k) contributions at the discretion of the Company’s Board of Directors. Pursuant to a continuing resolution, the Company has matched a portion of the 401(k) contributions made by its employees. The amount contributed by the Company is equal to a maximum of 50% of employee contributions up to a maximum of 3% of an employee’s salary. | |
Leases | Leases: The Company leases office space, and these leases are classified as operating leases. | |
Income taxes | Income taxes: The Company accounts for income taxes under the asset and liability method, under which deferred tax assets, including net operating loss carryforwards, and liabilities are determined based on temporary differences between the book and tax bases of assets and liabilities. The Company periodically evaluates the likelihood of the realization of deferred tax assets and reduces the carrying amount of the deferred tax assets by a valuation allowance to the extent the Company believes a portion will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including expectations of future taxable income, recent cumulative earnings experience by taxing jurisdiction, and other relevant factors. There is a wide range of possible judgments relating to the valuation of the Company's deferred tax assets. | |
Other comprehensive income | Other comprehensive income: Comprehensive income includes net income plus items that are recorded directly to stockholders’ equity, including the net change in unrealized gains and losses on cash equivalents and available-for-sale investments and certain derivative instruments. Included in the net change in unrealized gains and losses are realized gains or losses included in the determination of net income in the period realized. Amounts reclassified out of other comprehensive income into net income were determined on the basis of specific identification. | |
Concentration of credit risk | Concentration of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, short-term investments, and trade receivables. These instruments are generally unsecured and uninsured. The Company places a significant amount of its cash equivalents and investments with major financial institutions. Accounts receivable are typically unsecured and are derived from revenues earned from customers primarily located in the United States operating in a variety of industries and geographic areas. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. | |
The Company attempts to manage exposure to counterparty credit risk by only entering into agreements with major financial institutions which are expected to be able to fully perform under the terms of the agreement. | ||
Supplier concentration risk | Supplier concentration risk: A material part of Monoprice’s business is dependent on two vendors. These unrelated vendors accounted for 17% of Monoprice's inventory purchases during the year ended December 31, 2014 and 19% of Monoprice’s inventory purchases during the period from August 22, 2013 (the date which Monoprice was acquired) to December 31, 2013. As of December 31, 2014 and 2013, these unrelated vendors accounted for 21% and 20% of Monoprice’s related accounts payable, respectively. | |
Revenue concentration | Revenue concentration: The Company derives a significant portion of its revenues from two Search Customers. | |
Recent accounting pronouncements | 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. |
Net_Income_Loss_Per_Share_Net_
Net Income (Loss) Per Share Net Income Per Share (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |
Earnings Per Share, Policy | 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 2013 and 2012), 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. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Summary of Estimated Useful Life of Property and Equipment | Depreciation is computed under the straight-line method over the following estimated useful lives: | |||||||||||
Computer equipment and software | 3 years | |||||||||||
Data center servers | 3 years | |||||||||||
Internally-developed software | 3 years | |||||||||||
Office equipment | 7 years | |||||||||||
Office furniture | 7 years | |||||||||||
Heavy equipment | 10 years | |||||||||||
Leasehold improvements | Shorter of lease term or economic life | |||||||||||
Summary of Revenue Concentration | Geographic revenue information, as determined by the location of the customer, is presented below (in thousands): | |||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
United States | $ | 556,466 | $ | 558,601 | $ | 402,656 | ||||||
International | 24,254 | 15,379 | 4,263 | |||||||||
Total | $ | 580,720 | $ | 573,980 | $ | 406,919 | ||||||
Business_Combinations_Tables
Business Combinations (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Monoprice, Inc. [Member] | ||||||||
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: | |||||||
Years ended December 31, | ||||||||
2013 | 2012 | |||||||
Revenues | $ | 663,900 | $ | 525,027 | ||||
Net income | $ | 25,637 | $ | 22,874 | ||||
TaxACT [Member] | ||||||||
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 | $ | 22,465 | ||||||
Liabilities assumed | (17,759 | ) | ||||||
Identifiable net assets acquired | $ | 4,706 | ||||||
Fair value adjustments to intangible assets: | ||||||||
Customer relationships | $ | 101,400 | ||||||
Proprietary technology | 29,800 | |||||||
Trade name | 19,499 | |||||||
Fair value of intangible assets acquired | $ | 150,699 | ||||||
Purchase price: | ||||||||
Cash paid | $ | 287,500 | ||||||
Less identifiable net assets acquired | (4,706 | ) | ||||||
Plus deferred tax liability related to intangible assets | 53,380 | |||||||
Less fair value of intangible assets acquired | (150,699 | ) | ||||||
Excess of purchase price over net assets acquired, allocated to goodwill | $ | 185,475 | ||||||
Pro Forma Financial Information of Acquisitions | The following amounts are in thousands: | |||||||
Year ended December 31, 2012 | ||||||||
Revenues | $ | 427,809 | ||||||
Net income | $ | 26,819 | ||||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 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, gross: | ||||||||||||||||||||||||||||
Balance as of December 31, 2012 | $ | 44,815 | $ | 185,475 | $ | — | $ | 230,290 | ||||||||||||||||||||
Additions | — | 3,066 | 115,601 | 118,667 | ||||||||||||||||||||||||
Balance as of December 31, 2013 | 44,815 | 188,541 | 115,601 | 348,957 | ||||||||||||||||||||||||
Additions | 15,097 | — | — | 15,097 | ||||||||||||||||||||||||
Balance as of December 31, 2014 | $ | 59,912 | $ | 188,541 | $ | 115,601 | $ | 364,054 | ||||||||||||||||||||
Accumulated impairment: | ||||||||||||||||||||||||||||
Balance as of December 31, 2012 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||
Impairments | — | — | — | — | ||||||||||||||||||||||||
Balance as of December 31, 2013 | — | — | — | — | ||||||||||||||||||||||||
Impairments | — | — | (59,396 | ) | (59,396 | ) | ||||||||||||||||||||||
Balance as of December 31, 2014 | $ | — | $ | — | $ | (59,396 | ) | $ | (59,396 | ) | ||||||||||||||||||
Goodwill, net: | ||||||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 44,815 | $ | 188,541 | $ | 115,601 | $ | 348,957 | ||||||||||||||||||||
Balance as of December 31, 2014 | $ | 59,912 | $ | 188,541 | $ | 56,205 | $ | 304,658 | ||||||||||||||||||||
Intangible Assets Other than Goodwill | Intangible assets other than goodwill consisted of the following (in thousands): | |||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||||||
carrying | amortization | carrying | amortization | |||||||||||||||||||||||||
amount | amount | |||||||||||||||||||||||||||
Definite-lived intangible assets: | ||||||||||||||||||||||||||||
Customer relationships | $ | 132,500 | $ | (50,075 | ) | $ | 82,425 | $ | 132,500 | $ | (27,740 | ) | $ | 104,760 | ||||||||||||||
Technology | 44,805 | (35,649 | ) | 9,156 | 43,535 | (27,951 | ) | 15,584 | ||||||||||||||||||||
Content | 18,200 | (1,061 | ) | 17,139 | — | — | — | |||||||||||||||||||||
Other | 6,667 | (6,667 | ) | — | 6,705 | (6,667 | ) | 38 | ||||||||||||||||||||
Total definite-lived intangible assets | 202,172 | (93,452 | ) | 108,720 | 182,740 | (62,358 | ) | 120,382 | ||||||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||||||||||
Trade names | 60,199 | — | 60,199 | 57,499 | — | 57,499 | ||||||||||||||||||||||
Other | — | — | — | 183 | — | 183 | ||||||||||||||||||||||
Total indefinite-lived intangible assets | 60,199 | — | 60,199 | 57,682 | — | 57,682 | ||||||||||||||||||||||
Total | $ | 262,371 | $ | (93,452 | ) | $ | 168,919 | $ | 240,422 | $ | (62,358 | ) | $ | 178,064 | ||||||||||||||
Summary of Amortization Expense | Amortization expense was as follows (in thousands): | |||||||||||||||||||||||||||
Years ended December 31. | ||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||
Statement of comprehensive income line item: | ||||||||||||||||||||||||||||
Services cost of revenue | $ | 7,513 | $ | 7,668 | $ | 7,580 | ||||||||||||||||||||||
Amortization of intangible assets | 23,581 | 16,121 | 11,619 | |||||||||||||||||||||||||
Total | $ | 31,094 | $ | 23,789 | $ | 19,199 | ||||||||||||||||||||||
Information About Expected Amortization of Definite-Lived Intangible Assets | Expected amortization of definite-lived intangible assets held as of December 31, 2014 is as follows (in thousands): | |||||||||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | ||||||||||||||||||||||
Statement of comprehensive income line item: | ||||||||||||||||||||||||||||
Services cost of revenues | $ | 7,450 | $ | 621 | $ | — | $ | — | $ | — | $ | — | $ | 8,071 | ||||||||||||||
Amortization of intangible assets | 21,880 | 17,206 | 17,155 | 16,970 | 16,838 | 10,600 | 100,649 | |||||||||||||||||||||
Total | $ | 29,330 | $ | 17,827 | $ | 17,155 | $ | 16,970 | $ | 16,838 | $ | 10,600 | $ | 108,720 | ||||||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Schedule of Fair Value Hierarchy of Financial Assets and Liabilities 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): | |||||||||||||||
31-Dec-14 | Fair value measurements at the reporting date using | |||||||||||||||
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 | $ | 8,490 | $ | — | $ | 8,490 | $ | — | ||||||||
Time deposits | 1,242 | — | 1,242 | — | ||||||||||||
Taxable municipal bonds | 4,754 | — | 4,754 | — | ||||||||||||
Total cash equivalents | 14,486 | — | 14,486 | — | ||||||||||||
Available-for-sale investments: | ||||||||||||||||
Debt securities: | ||||||||||||||||
U.S. government securities | 100,818 | — | 100,818 | — | ||||||||||||
International government securities | 6,560 | — | 6,560 | — | ||||||||||||
Commercial paper | 24,589 | — | 24,589 | — | ||||||||||||
Time deposits | 30,759 | — | 30,759 | — | ||||||||||||
Corporate bonds | 1,528 | — | 1,528 | — | ||||||||||||
Taxable municipal bonds | 87,366 | — | 87,366 | — | ||||||||||||
Total debt securities | 251,620 | — | 251,620 | — | ||||||||||||
Equity securities | 3,234 | 3,234 | — | — | ||||||||||||
Total available-for-sale investments | 254,854 | 3,234 | 251,620 | — | ||||||||||||
Total assets at fair value | $ | 269,340 | $ | 3,234 | $ | 266,106 | $ | — | ||||||||
December 31, 2013 | Fair value measurements at the reporting date using | |||||||||||||||
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 | |||||||||||||
Balance as of December 31, 2014 | ||||||||||||||||
Debt securities | $ | 251,673 | $ | 16 | $ | (69 | ) | $ | 251,620 | |||||||
Equity securities | 4,312 | — | (1,078 | ) | 3,234 | |||||||||||
Total | $ | 255,985 | $ | 16 | $ | (1,147 | ) | $ | 254,854 | |||||||
Balance as of December 31, 2013 | $ | 203,479 | $ | 24 | $ | (23 | ) | $ | 203,480 | |||||||
Balance_Sheet_Components_Table
Balance Sheet Components (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Balance Sheet Related Disclosures [Abstract] | ||||||||
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets, net consisted of the following (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Prepaid expenses | $ | 8,676 | $ | 4,370 | ||||
Other current assets, net | 4,801 | 5,404 | ||||||
Total prepaid expenses and other current assets, net | $ | 13,477 | $ | 9,774 | ||||
Property and Equipment | Property and equipment, net consisted of the following (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Computer equipment and data center | $ | 10,392 | $ | 10,792 | ||||
Purchased software | 6,721 | 6,153 | ||||||
Internally-developed software | 9,045 | 7,166 | ||||||
Office equipment | 488 | 421 | ||||||
Office furniture | 2,467 | 2,061 | ||||||
Heavy equipment | 3,084 | 2,944 | ||||||
Leasehold improvements and other | 4,122 | 3,553 | ||||||
36,319 | 33,090 | |||||||
Accumulated depreciation | (21,279 | ) | (17,985 | ) | ||||
15,040 | 15,105 | |||||||
Capital projects in progress | 902 | 1,003 | ||||||
Total property and equipment, net | $ | 15,942 | $ | 16,108 | ||||
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Salaries and related expenses | $ | 5,463 | $ | 7,708 | ||||
Accrued content costs | 4,077 | 4,132 | ||||||
Accrued advertising | 3,292 | 6,155 | ||||||
Accrued interest on Notes (see Note 7) | 2,138 | 2,138 | ||||||
Tax refunds payable to sellers (see Note 3) | 792 | 6,814 | ||||||
Other | 5,743 | 4,162 | ||||||
Total accrued expenses and other current liabilities | $ | 21,505 | $ | 31,109 | ||||
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||
Schedule of Company's Debt | The Company’s debt consisted of the following (in thousands): | |||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||
Principal | Unamortized | Net | Principal | Unamortized | Net | |||||||||||||||||||
amount | discount | carrying | amount | discount | carrying | |||||||||||||||||||
value | value | |||||||||||||||||||||||
Monoprice 2013 credit facility | $ | 42,000 | $ | (191 | ) | $ | 41,809 | $ | 50,000 | $ | (288 | ) | $ | 49,712 | ||||||||||
TaxACT 2013 credit facility | 51,940 | — | 51,940 | 71,384 | — | 71,384 | ||||||||||||||||||
Convertible Senior Notes | 201,250 | (16,073 | ) | 185,177 | 201,250 | (19,667 | ) | 181,583 | ||||||||||||||||
Total debt | $ | 295,190 | $ | (16,264 | ) | $ | 278,926 | $ | 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 years ended December 31, 2014 and 2013 related to the Notes (in thousands): | |||||||||||||||||||||||
Years ended December 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Contractual interest expense (Cash) | $ | 8,553 | $ | 6,795 | ||||||||||||||||||||
Amortization of debt issuance costs (Non-cash) | 920 | 684 | ||||||||||||||||||||||
Accretion of debt discount (Non-cash) | 3,594 | 2,674 | ||||||||||||||||||||||
Total interest expense | $ | 13,067 | $ | 10,153 | ||||||||||||||||||||
Effective interest rate of the liability component | 7.32 | % | 7.32 | % |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||
Summary of Contractual Commitments | The Company's contractual commitments are as follows for years ending December 31 (in thousands): | |||||||||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | ||||||||||||||||||||||
Operating lease commitments | $ | 3,154 | $ | 3,213 | $ | 2,916 | $ | 2,455 | $ | 2,502 | $ | 3,105 | $ | 17,345 | ||||||||||||||
Purchase commitments | 437 | 92 | 62 | — | — | — | 591 | |||||||||||||||||||||
Debt commitments | 8,000 | 8,000 | 8,000 | 69,940 | 201,250 | — | 295,190 | |||||||||||||||||||||
Interest on Notes | 8,553 | 8,553 | 8,553 | 8,553 | 4,277 | — | 38,489 | |||||||||||||||||||||
Escrow for acquisition-related indemnifications | 735 | — | — | — | — | — | 735 | |||||||||||||||||||||
Total | $ | 20,879 | $ | 19,858 | $ | 19,531 | $ | 80,948 | $ | 208,029 | $ | 3,105 | $ | 352,350 | ||||||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Equity [Abstract] | ||||||||||||
Summary of Components of Accumulated Other Comprehensive Income | The following table provides information about activity in other comprehensive income (in thousands): | |||||||||||
Unrealized gain (loss) | Unrealized gain (loss) | Total | ||||||||||
on investments | on derivative | |||||||||||
instrument | ||||||||||||
Balance as of December 31, 2011 | $ | 32 | $ | — | $ | 32 | ||||||
Other comprehensive loss | (42 | ) | (266 | ) | (308 | ) | ||||||
Balance as of December 31, 2012 | (10 | ) | (266 | ) | (276 | ) | ||||||
Other comprehensive income | 10 | 266 | 276 | |||||||||
Balance as of December 31, 2013 | — | — | — | |||||||||
Other comprehensive loss | (1,113 | ) | — | (1,113 | ) | |||||||
Balance as of December 31, 2014 | $ | (1,113 | ) | $ | — | $ | (1,113 | ) | ||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Summary of Stock Options, RSUs and MSUs | A summary of the general terms of stock options and RSUs at December 31, 2014 was as follows: | ||||||||||||
Number of shares authorized for awards | 7,671,479 | ||||||||||||
Options and RSUs outstanding | 5,097,247 | ||||||||||||
Options and RSUs expected to vest | 4,701,050 | ||||||||||||
Options and RSUs available for grant | 2,574,232 | ||||||||||||
Stock Incentive Plans Activity | The following activity occurred under the Company’s stock incentive plans: | ||||||||||||
Options | Weighted average | Intrinsic value | Weighted average | ||||||||||
exercise price | (in thousands) | remaining | |||||||||||
contractual term | |||||||||||||
(in years) | |||||||||||||
Stock options: | |||||||||||||
Outstanding December 31, 2013 | 3,786,561 | $ | 11.57 | ||||||||||
Granted | 1,483,486 | $ | 19.95 | ||||||||||
Forfeited | (179,678 | ) | $ | 19.87 | |||||||||
Expired | (72,592 | ) | $ | 19.15 | |||||||||
Exercised | (673,952 | ) | $ | 9.96 | |||||||||
Outstanding December 31, 2014 | 4,343,825 | $ | 14.21 | $ | 9,131 | 4.6 | |||||||
Exercisable December 31, 2014 | 2,529,778 | $ | 10.85 | $ | 8,985 | 3.6 | |||||||
Expected to vest after December 31, 2014 | 4,062,243 | $ | 13.93 | $ | 9,115 | 4.5 | |||||||
Stock units | Weighted average | Intrinsic value | Weighted average | ||||||||||
grant date | (in thousands) | remaining | |||||||||||
fair value | contractual term | ||||||||||||
(in years) | |||||||||||||
RSUs: | |||||||||||||
Outstanding December 31, 2013 | 1,078,481 | $ | 17.07 | ||||||||||
Granted | 536,964 | $ | 18.44 | ||||||||||
Forfeited | (430,782 | ) | $ | 19.23 | |||||||||
Vested | (431,241 | ) | $ | 15.21 | |||||||||
Outstanding December 31, 2014 | 753,422 | $ | 17.88 | $ | 10,435 | 1.1 | |||||||
Expected to vest after December 31, 2014 | 638,807 | $ | 17.88 | $ | 8,847 | 1 | |||||||
Schedule of Supplemental Information | Supplemental information is presented below: | ||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Stock options: | |||||||||||||
Weighted average grant date fair value per share granted | $ | 5.67 | $ | 5.05 | $ | 3.84 | |||||||
Total intrinsic value of options exercised (in thousands) | $ | 3,600 | $ | 2,626 | $ | 3,886 | |||||||
Total fair value of options vested (in thousands) | $ | 4,000 | $ | 2,410 | $ | 2,288 | |||||||
RSUs: | |||||||||||||
Weighted average grant date fair value per unit granted | $ | 18.44 | $ | 18.86 | $ | 13.19 | |||||||
Total intrinsic value of units vested (in thousands) | $ | 8,315 | $ | 7,986 | $ | 4,663 | |||||||
Total fair value of units vested (in thousands) | $ | 6,560 | $ | 5,163 | $ | 3,049 | |||||||
Stock-Based Compensation Expense | The Company included the following amounts for stock-based compensation expense, which related to stock options, RSUs, and the ESPP, in the consolidated statements of comprehensive income (in thousands): | ||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Cost of revenues | $ | 477 | $ | 662 | $ | 558 | |||||||
Engineering and technology | 1,569 | 1,351 | 1,180 | ||||||||||
Sales and marketing | 2,047 | 2,335 | 1,909 | ||||||||||
General and administrative | 7,791 | 7,179 | 9,576 | ||||||||||
Total | $ | 11,884 | $ | 11,527 | $ | 13,223 | |||||||
Excluded and capitalized as part of internal-use software | $ | 106 | $ | 115 | $ | 121 | |||||||
Stock Option Grants and Warrant | To estimate stock-based compensation expense, the Company used the Black-Scholes-Merton valuation method with the following assumptions for equity awards granted: | ||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Stock option grants: | |||||||||||||
Risk-free interest rate | 0.11% - 1.31% | 0.25% - 1.06% | 0.26% - 1.57% | ||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||
Expected volatility | 35% - 43% | 40% - 46% | 40% - 48% | ||||||||||
Expected life | 3.0 years | 3.2 years | 3.3 years | ||||||||||
Non-employee stock option grant: | |||||||||||||
Risk-free interest rate | — | — | 0.26 | % | |||||||||
Expected dividend yield | — | — | 0 | % | |||||||||
Expected volatility | — | — | 38% - 41% | ||||||||||
Expected life | — | — | 1.6 - 2.2 years | ||||||||||
Warrant grant: | |||||||||||||
Risk-free interest rate | — | — | 0.95 | % | |||||||||
Expected dividend yield | — | — | 0 | % | |||||||||
Expected volatility | — | — | 46 | % | |||||||||
Expected life | — | — | 5.6 years | ||||||||||
Unrecognized Stock-Based Compensation Expense | As of December 31, 2014, total unrecognized stock-based compensation expense related to unvested stock awards is as follows: | ||||||||||||
Expense | Weighted average period over which to be recognized | ||||||||||||
(in thousands) | (in years) | ||||||||||||
Stock options | $ | 4,058 | 1.5 | ||||||||||
RSUs | 5,297 | 1.3 | |||||||||||
Total | $ | 9,355 | 1.4 | ||||||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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): | |||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenues: | ||||||||||||
Search and Content | $ | 326,270 | $ | 428,464 | $ | 344,814 | ||||||
Tax Preparation | 103,719 | 91,213 | 62,105 | |||||||||
E-Commerce | 150,731 | 54,303 | — | |||||||||
Total revenues | 580,720 | 573,980 | 406,919 | |||||||||
Operating income (loss): | ||||||||||||
Search and Content | 55,812 | 82,504 | 62,185 | |||||||||
Tax Preparation | 49,696 | 40,599 | 30,052 | |||||||||
E-Commerce | 12,043 | 4,967 | — | |||||||||
Corporate-level activity | (125,992 | ) | (53,621 | ) | (48,032 | ) | ||||||
Total operating income (loss) | (8,441 | ) | 74,449 | 44,205 | ||||||||
Other loss, net | (14,766 | ) | (29,623 | ) | (6,677 | ) | ||||||
Income tax expense | (12,340 | ) | (20,427 | ) | (15,002 | ) | ||||||
Net income (loss) | $ | (35,547 | ) | $ | 24,399 | $ | 22,526 | |||||
Other_Loss_Net_Tables
Other Loss, Net (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Other Income and Expenses [Abstract] | ||||||||||||
Schedule of Other Loss Net | "Other loss, net" consisted of the following (in thousands): | |||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Interest income | $ | (352 | ) | $ | (300 | ) | $ | (131 | ) | |||
Interest expense (see Note 7) | 11,202 | 9,463 | 3,522 | |||||||||
Amortization of debt issuance costs (see Note 7) | 1,143 | 1,108 | 820 | |||||||||
Accretion of debt discounts (see Note 7) | 3,691 | 2,838 | 325 | |||||||||
Loss on debt extinguishment and modification expense (see Note 7) | — | 1,593 | — | |||||||||
Loss on derivative instrument (see Notes 2 and 9) | — | 11,652 | 2,346 | |||||||||
Impairment of equity investment in privately-held company | — | 3,711 | — | |||||||||
Decrease in pre-acquisition liability (see Note 3) | (665 | ) | — | — | ||||||||
Decrease in fair value of earn-out contingent liability | (15 | ) | (300 | ) | — | |||||||
Other | (238 | ) | (142 | ) | (205 | ) | ||||||
Other loss, net | $ | 14,766 | $ | 29,623 | $ | 6,677 | ||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Tax Expense (Benefit) from Continuing Operations | Income tax expense consisted of the following (in thousands): | |||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
U.S. federal | $ | 23,921 | $ | 30,452 | $ | 23,303 | ||||||
State | 2,086 | 642 | 437 | |||||||||
Total current expense | 26,007 | 31,094 | 23,740 | |||||||||
Deferred: | ||||||||||||
U.S. federal | (12,621 | ) | (10,430 | ) | (8,234 | ) | ||||||
State | (1,046 | ) | (237 | ) | (504 | ) | ||||||
Total deferred benefit | (13,667 | ) | (10,667 | ) | (8,738 | ) | ||||||
Income tax expense, net | $ | 12,340 | $ | 20,427 | $ | 15,002 | ||||||
Income Tax Expense (Benefit) from Continuing Operations Differed from Amount Computed by Applying Statutory Federal Income Tax Rate | Income tax expense (benefit) differed from the amount computed by applying the statutory federal income tax rate as follows (in thousands): | |||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Income tax expense (benefit) at federal statutory rate of 35% | $ | (8,122 | ) | $ | 15,689 | $ | 13,135 | |||||
State income taxes, net of federal benefit | 657 | 320 | (89 | ) | ||||||||
Non-deductible compensation | 569 | 221 | 1,621 | |||||||||
Deductible domestic manufacturing costs | (1,080 | ) | (949 | ) | (804 | ) | ||||||
Non-deductible impairment of goodwill (see Note 4) | 20,789 | — | — | |||||||||
Non-deductible loss on derivative instrument (the Warrant, see Note 9) | — | 4,078 | 821 | |||||||||
Change in liabilities for uncertain tax positions | (72 | ) | (201 | ) | (75 | ) | ||||||
Change in valuation allowance on unrealized capital losses | (117 | ) | 1,108 | — | ||||||||
Other | (284 | ) | 161 | 393 | ||||||||
Income tax expense, net | $ | 12,340 | $ | 20,427 | $ | 15,002 | ||||||
Deferred Tax Assets and Liabilities | The tax effect of temporary differences and net operating loss carryforwards that gave rise to the Company’s deferred tax assets and liabilities were as follows (in thousands): | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Current: | ||||||||||||
Net operating loss carryforwards | $ | 19,964 | $ | 34,167 | ||||||||
Accrued compensation | 1,318 | 1,605 | ||||||||||
Deferred revenue | 2,594 | 2,385 | ||||||||||
Inventory | 1,462 | 800 | ||||||||||
Other, net | 2,149 | 1,903 | ||||||||||
Total current deferred tax assets | 27,487 | 40,860 | ||||||||||
Non-current: | ||||||||||||
Net operating loss carryforwards | 179,671 | 190,974 | ||||||||||
Tax credit carryforwards | 10,370 | 9,259 | ||||||||||
Depreciation and amortization | 6,388 | 7,696 | ||||||||||
Stock-based compensation | 5,941 | 5,318 | ||||||||||
Other, net | 4,977 | 4,204 | ||||||||||
Total non-current deferred tax assets | 207,347 | 217,451 | ||||||||||
Total gross deferred tax assets | 234,834 | 258,311 | ||||||||||
Valuation allowance | (211,865 | ) | (235,730 | ) | ||||||||
Deferred tax assets, net of valuation allowance | 22,969 | 22,581 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Current: | ||||||||||||
Other, net | (133 | ) | (253 | ) | ||||||||
Total current deferred tax liabilities | (133 | ) | (253 | ) | ||||||||
Non-current: | ||||||||||||
Depreciation and amortization | (57,158 | ) | (68,888 | ) | ||||||||
Discount on Notes | (5,816 | ) | (6,977 | ) | ||||||||
Other, net | — | (5 | ) | |||||||||
Total non-current deferred tax liabilities | (62,974 | ) | (75,870 | ) | ||||||||
Total gross deferred tax liabilities | (63,107 | ) | (76,123 | ) | ||||||||
Net deferred tax liabilities | $ | (40,138 | ) | $ | (53,542 | ) | ||||||
Changes in Valuation Allowance for Deferred Tax Assets | The changes in the valuation allowance for deferred tax assets are shown below (in thousands): | |||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Balance at beginning of year | $ | 235,730 | $ | 262,353 | ||||||||
Net changes to deferred tax assets, subject to a valuation allowance | (23,865 | ) | (26,623 | ) | ||||||||
Balance at end of year | $ | 211,865 | $ | 235,730 | ||||||||
Reconciliation of Unrecognized Tax Benefit Balances | A reconciliation of the unrecognized tax benefit balances is as follows (in thousands): | |||||||||||
Balance as of December 31, 2011 | $ | 18,267 | ||||||||||
Gross increases for tax positions of prior years | 1,208 | |||||||||||
Gross decreases for tax positions of prior years | (216 | ) | ||||||||||
Lapse of statute of limitations | (171 | ) | ||||||||||
Balance as of December 31, 2012 | 19,088 | |||||||||||
Gross increases for tax positions of prior years | 219 | |||||||||||
Gross decreases for tax positions of prior years | (101 | ) | ||||||||||
Settlements | (562 | ) | ||||||||||
Lapse of statute of limitations | (107 | ) | ||||||||||
Balance as of December 31, 2013 | 18,537 | |||||||||||
Gross increases for tax positions of prior years | 126 | |||||||||||
Gross decreases for tax positions of prior years | (199 | ) | ||||||||||
Settlements | (61 | ) | ||||||||||
Lapse of statute of limitations | — | |||||||||||
Balance as of December 31, 2014 | $ | 18,403 | ||||||||||
Net_Income_Per_Share_Tables
Net Income Per Share (Tables) | 12 Months Ended | ||||||||
Dec. 31, 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): | ||||||||
Years ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Weighted average common shares outstanding, basic | 41,396 | 41,201 | 40,279 | ||||||
Dilutive potential common shares | — | 2,279 | 1,393 | ||||||
Weighted average common shares outstanding, diluted | 41,396 | 43,480 | 41,672 | ||||||
Shares excluded | 5,468 | 381 | 1,172 | ||||||
The_Company_and_Basis_of_Prese2
The Company and Basis of Presentation - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Segment | |
Number of segments | 3 |
Monoprice, Inc. [Member] | |
Date of acquisition | 22-Aug-13 |
TaxACT [Member] | |
Date of acquisition | 31-Jan-12 |
Balance Financial [Member] | |
Date of acquisition | 4-Oct-13 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Summary of Estimated Useful Life of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Computer equipment and software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Data center servers [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Internally developed software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Office furniture [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Heavy equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Leasehold improvements and other [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of lease term or economic life |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | 4 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Vendor | Customer | |||
Customer | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Software development costs | $2,400,000 | $1,200,000 | $1,000,000 | |
Equity investments | 0 | 0 | 0 | |
Loss on derivative instrument | 0 | 11,652,000 | 2,346,000 | |
Research and development expenses | 8,900,000 | 7,300,000 | 6,100,000 | |
Advertising expense | 81,800,000 | 75,900,000 | 31,800,000 | |
Prepaid advertising costs | 3,600,000 | 800,000 | 800,000 | |
Amount contributed to employee benefit plan, maximum percentage | 50.00% | |||
Amount contributed to employee benefit plan, maximum percentage of an employees salary | 3.00% | |||
Company contribution for employees | 900,000 | 600,000 | 400,000 | |
Number of vendors | 2 | |||
Number of search customers | 2 | 2 | ||
Interest rate contract (interest rate swap) [Member] | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Swap agreements outstanding | $0 | |||
Revenue [Member] | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Concentration risk percentages | 55.00% | 74.00% | 84.00% | |
Accounts Receivable [Member] | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Concentration risk percentages | 80.00% | 80.00% | ||
Supplier concentration risk [Member] | Inventory [Member] | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Concentration risk percentages | 17.00% | 19.00% | ||
Supplier concentration risk [Member] | Accounts payable [Member] | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Concentration risk percentages | 21.00% | 20.00% | ||
Minimum [Member] | Revenue [Member] | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Concentration risk percentages | 10.00% |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Summary of Revenue Concentration (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $580,720 | $573,980 | $406,919 |
Operating Segments [Member] | United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 556,466 | 558,601 | 402,656 |
Operating Segments [Member] | International [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $24,254 | $15,379 | $4,263 |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | 4 Months Ended | 0 Months Ended | 11 Months Ended | ||||
Oct. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-12 | 30-May-14 | Oct. 04, 2013 | Aug. 22, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2012 | Dec. 31, 2012 | |
Business Acquisition [Line Items] | ||||||||||||
Goodwill, net | $304,658,000 | $348,957,000 | $348,957,000 | $348,957,000 | ||||||||
Debt issuance costs | 714,000 | |||||||||||
Options, restricted stock units and performance stock units granted during the period to Monoprice employees | 200,000 | |||||||||||
Gain due to adjustment of tax refund | -665,000 | |||||||||||
Revenue | 580,720,000 | 573,980,000 | 406,919,000 | |||||||||
Operating income contribution | -8,441,000 | 74,449,000 | 44,205,000 | |||||||||
Stock Option [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Options, restricted stock units and performance stock units granted during the period to Monoprice employees | 190,000 | |||||||||||
Shares purchased pursuant to ESPP [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Options, restricted stock units and performance stock units granted during the period to Monoprice employees | 1,483,486 | |||||||||||
HSW [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Date of acquisition | 30-May-14 | |||||||||||
Cash paid for acquisition | 44,900,000 | |||||||||||
Business acquisition identifiable net assets acquired | 4,500,000 | |||||||||||
Business acquisition Identifiable net asset acquired consisting intangible assets and deferred tax | 25,400,000 | |||||||||||
Goodwill, net | 15,100,000 | |||||||||||
HSW [Member] | Trade name [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition Identifiable net asset acquired consisting intangible assets and deferred tax | 5,900,000 | |||||||||||
HSW [Member] | Content [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition Identifiable net asset acquired consisting intangible assets and deferred tax | 18,200,000 | |||||||||||
Estimates lives of acquired intangible assets | 10 years | |||||||||||
HSW [Member] | Proprietary technology [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition Identifiable net asset acquired consisting intangible assets and deferred tax | 1,300,000 | |||||||||||
Estimates lives of acquired intangible assets | 4 years | |||||||||||
Balance Financial [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Date of acquisition | 4-Oct-13 | |||||||||||
Cash paid for acquisition | 4,900,000 | |||||||||||
Business acquisition identifiable net assets acquired | 1,000,000 | |||||||||||
Business acquisition Identifiable net asset acquired consisting intangible assets and deferred tax | 800,000 | |||||||||||
Goodwill, net | 3,100,000 | |||||||||||
Indemnifications related to general representations and warranties | 700,000 | |||||||||||
Escrow period expire date | 4-Apr-15 | |||||||||||
Monoprice, Inc. [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Date of acquisition | 22-Aug-13 | |||||||||||
Cash paid for acquisition | 182,909,000 | |||||||||||
Business acquisition identifiable net assets acquired | 26,091,000 | |||||||||||
Business acquisition Identifiable net asset acquired consisting intangible assets and deferred tax | 68,900,000 | |||||||||||
Goodwill, net | 115,601,000 | |||||||||||
Working capital adjustment | 400,000 | |||||||||||
Acquisition cost | 700,000 | |||||||||||
Gain due to adjustment of tax refund | 700,000 | |||||||||||
Gross contractual amount of trade accounts receivable acquired | 3,200,000 | |||||||||||
Fair value of deferred revenue acquired | 1,300,000 | |||||||||||
Book value of deferred revenue prior to acquisition | 2,000,000 | |||||||||||
Revenue | 54,300,000 | |||||||||||
Operating income contribution | 5,000,000 | |||||||||||
Monoprice, Inc. [Member] | Business-to-consumer customer relationships [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimates lives of acquired intangible assets | 2 years | |||||||||||
Monoprice, Inc. [Member] | Business-to-business customer relationships [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimates lives of acquired intangible assets | 7 years | |||||||||||
Monoprice, Inc. [Member] | Personal property assets [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimates lives of acquired intangible assets | 6 years | |||||||||||
Monoprice, Inc. [Member] | Customer relationships [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition Identifiable net asset acquired consisting intangible assets and deferred tax | 30,900,000 | |||||||||||
Monoprice, Inc. [Member] | Stock Option [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Options, restricted stock units and performance stock units granted during the period to Monoprice employees | 27,152 | |||||||||||
Monoprice, Inc. [Member] | Restricted stock units (RSUs) [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Options, restricted stock units and performance stock units granted during the period to Monoprice employees | 126,259 | |||||||||||
Monoprice, Inc. [Member] | Performance-based restricted stock units (PSUs) [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Options, restricted stock units and performance stock units granted during the period to Monoprice employees | 243,750 | |||||||||||
TaxACT [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Date of acquisition | 31-Jan-12 | |||||||||||
Cash paid for acquisition | 287,500,000 | |||||||||||
Business acquisition identifiable net assets acquired | 4,706,000 | |||||||||||
Business acquisition Identifiable net asset acquired consisting intangible assets and deferred tax | 150,699,000 | |||||||||||
Goodwill, net | 185,475,000 | |||||||||||
Acquisition cost | 1,100,000 | |||||||||||
Debt issuance costs | 2,300,000 | |||||||||||
Gross contractual amount of trade accounts receivable acquired | 9,400,000 | |||||||||||
Fair value of deferred revenue acquired | 300,000 | |||||||||||
Book value of deferred revenue prior to acquisition | 5,100,000 | |||||||||||
Revenue | 62,100,000 | |||||||||||
Operating income contribution | 30,100,000 | |||||||||||
Credit facility drawn | 100,000,000 | |||||||||||
TaxACT [Member] | Proprietary technology [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition Identifiable net asset acquired consisting intangible assets and deferred tax | 29,800,000 | |||||||||||
Estimates lives of acquired intangible assets | 4 years | |||||||||||
TaxACT [Member] | Personal property assets [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimates lives of acquired intangible assets | 3 years | |||||||||||
TaxACT [Member] | Customer relationships [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition Identifiable net asset acquired consisting intangible assets and deferred tax | $101,400,000 | |||||||||||
Estimates lives of acquired intangible assets | 8 years | |||||||||||
TaxACT [Member] | Restricted stock units (RSUs) [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Options, restricted stock units and performance stock units granted during the period to Monoprice employees | 167,000 | |||||||||||
TaxACT [Member] | Shares purchased pursuant to ESPP [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Options, restricted stock units and performance stock units granted during the period to Monoprice employees | 380,000 |
Business_Combinations_Summary_
Business Combinations - Summary of Assets Acquired and Liabilities Assumed are Recorded at Their Fair Values as of Acquisition Date (Detail) (USD $) | 0 Months Ended | |||
In Thousands, unless otherwise specified | Aug. 22, 2013 | Jan. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 |
Fair value adjustments to intangible assets: | ||||
Excess of purchase price over net assets acquired, allocated to goodwill | $304,658 | $348,957 | ||
Monoprice, Inc. [Member] | ||||
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: | ||||
Cash paid | 182,909 | |||
Less identifiable net assets acquired | -26,091 | |||
Plus deferred tax liability related to intangible assets | 27,683 | |||
Fair value of intangible assets acquired | -68,900 | |||
Excess of purchase price over net assets acquired, allocated to goodwill | 115,601 | |||
Monoprice, Inc. [Member] | Customer relationships [Member] | ||||
Fair value adjustments to intangible assets: | ||||
Fair value of intangible assets acquired | -30,900 | |||
Monoprice, Inc. [Member] | Trade name [Member] | ||||
Fair value adjustments to intangible assets: | ||||
Fair value of intangible assets acquired | -38,000 | |||
TaxACT [Member] | ||||
Business Acquisition [Line Items] | ||||
Tangible assets acquired | 22,465 | |||
Liabilities assumed | -17,759 | |||
Identifiable net assets acquired | 4,706 | |||
Fair value adjustments to intangible assets: | ||||
Cash paid | 287,500 | |||
Less identifiable net assets acquired | -4,706 | |||
Plus deferred tax liability related to intangible assets | 53,380 | |||
Fair value of intangible assets acquired | -150,699 | |||
Excess of purchase price over net assets acquired, allocated to goodwill | 185,475 | |||
TaxACT [Member] | Customer relationships [Member] | ||||
Fair value adjustments to intangible assets: | ||||
Fair value of intangible assets acquired | -101,400 | |||
TaxACT [Member] | Proprietary technology [Member] | ||||
Fair value adjustments to intangible assets: | ||||
Fair value of intangible assets acquired | -29,800 | |||
TaxACT [Member] | Trade name [Member] | ||||
Fair value adjustments to intangible assets: | ||||
Fair value of intangible assets acquired | ($19,499) |
Business_Combinations_Pro_Form
Business Combinations - Pro Forma Financial Information of Acquisitions (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Monoprice, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | $663,900 | $525,027 |
Net income | 25,637 | 22,874 |
TaxACT [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | 427,809 | |
Net income | $26,819 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Summary of Goodwill Activity (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning balance | $348,957 | $230,290 |
Additions | 15,097 | 118,667 |
Goodwill, gross, ending balance | 364,054 | 348,957 |
Accumulated impairment, beginning balance | 0 | 0 |
Impairments | -59,396 | 0 |
Accumulated impairment, ending balance | -59,396 | 0 |
Goodwill, net | 304,658 | 348,957 |
Search and Content [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning balance | 44,815 | 44,815 |
Additions | 15,097 | 0 |
Goodwill, gross, ending balance | 59,912 | 44,815 |
Accumulated impairment, beginning balance | 0 | 0 |
Impairments | 0 | 0 |
Accumulated impairment, ending balance | 0 | 0 |
Goodwill, net | 59,912 | 44,815 |
Tax Preparation [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning balance | 188,541 | 185,475 |
Additions | 0 | 3,066 |
Goodwill, gross, ending balance | 188,541 | 188,541 |
Accumulated impairment, beginning balance | 0 | 0 |
Impairments | 0 | 0 |
Accumulated impairment, ending balance | 0 | 0 |
Goodwill, net | 188,541 | 188,541 |
E-Commerce [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning balance | 115,601 | 0 |
Additions | 0 | 115,601 |
Goodwill, gross, ending balance | 115,601 | 115,601 |
Accumulated impairment, beginning balance | 0 | 0 |
Impairments | -59,396 | 0 |
Accumulated impairment, ending balance | -59,396 | 0 |
Goodwill, net | $56,205 | $115,601 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Intangible Assets Other Than Goodwill (Detail) (USD $) | Dec. 31, 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 | $202,172 | $182,740 |
Definite-lived intangible assets, Accumulated amortization | -93,452 | -62,358 |
Definite-lived intangible assets, net | 108,720 | 120,382 |
Indefinite-lived intangible assets, Gross carrying amount | 60,199 | 57,682 |
Indefinite-lived intangible assets, Accumulated amortization | 0 | 0 |
Indefinite-lived intangible assets, net | 60,199 | 57,682 |
Intangible assets, Gross carrying amount, Total | 262,371 | 240,422 |
Accumulated amortization, Total | -93,452 | -62,358 |
Intangible assets, net, Total | 168,919 | 178,064 |
Trade names [Member] | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, Gross carrying amount | 60,199 | 57,499 |
Indefinite-lived intangible assets, Accumulated amortization | 0 | 0 |
Indefinite-lived intangible assets, net | 60,199 | 57,499 |
Other [Member] | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, Gross carrying amount | 0 | 183 |
Indefinite-lived intangible assets, Accumulated amortization | 0 | 0 |
Indefinite-lived intangible assets, net | 0 | 183 |
Customer relationships [Member] | ||
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 | -50,075 | -27,740 |
Definite-lived intangible assets, net | 82,425 | 104,760 |
Technology [Member] | ||
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 | -35,649 | -27,951 |
Definite-lived intangible assets, net | 9,156 | 15,584 |
Content [Member] | ||
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 | -1,061 | 0 |
Definite-lived intangible assets, net | 17,139 | 0 |
Other [Member] | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Gross carrying amount | 6,667 | 6,705 |
Definite-lived intangible assets, Accumulated amortization | -6,667 | -6,667 |
Definite-lived intangible assets, net | $0 | $38 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Summary of Amortized Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $31,094 | $23,789 | $19,199 |
Services cost of revenue [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 7,513 | 7,668 | 7,580 |
Amortization of intangible assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $23,581 | $16,121 | $11,619 |
Goodwill_and_Other_Intangible_5
Goodwill and Other Intangible Assets - Information About Expected Amortization of Definite-Lived Intangible Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
2015 | $29,330 | |
2016 | 17,827 | |
2017 | 17,155 | |
2018 | 16,970 | |
2019 | 16,838 | |
Thereafter | 10,600 | |
Definite-lived intangible assets, net | 108,720 | 120,382 |
Services cost of revenue [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2015 | 7,450 | |
2016 | 621 | |
2017 | 0 | |
2018 | 0 | |
2019 | 0 | |
Thereafter | 0 | |
Definite-lived intangible assets, net | 8,071 | |
Amortization of intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2015 | 21,880 | |
2016 | 17,206 | |
2017 | 17,155 | |
2018 | 16,970 | |
2019 | 16,838 | |
Thereafter | 10,600 | |
Definite-lived intangible assets, net | $100,649 |
Goodwill_and_Other_Intangible_6
Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 64 months |
Customer relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 59 months |
Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 16 months |
Content [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 113 months |
Monoprice, Inc. [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Carrying value of trade name | 34.8 |
Trade name [Member] | Monoprice, Inc. [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Impairment charge | 3.2 |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Fair Value Hierarchy of Financial Assets and Liabilities Carried at Fair Value and Measured on Recurring Basis (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt securities: | ||
Available-for-sale debt securities | $251,620 | |
Available-for-sale equity securities | 3,234 | |
Available-for-sale Investments | 254,854 | 203,480 |
Fair value measurements, Recurring [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 14,486 | 55,504 |
Debt securities: | ||
Available-for-sale debt securities | 251,620 | 203,480 |
Available-for-sale equity securities | 3,234 | |
Available-for-sale Investments | 254,854 | |
Total assets | 269,340 | 258,984 |
Fair value measurements, Recurring [Member] | U.S. government securities [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 6,400 | |
Debt securities: | ||
Available-for-sale debt securities | 100,818 | 58,114 |
Fair value measurements, Recurring [Member] | Money market and other funds [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 8,490 | 9,391 |
Fair value measurements, Recurring [Member] | International government securities [Member] | ||
Debt securities: | ||
Available-for-sale debt securities | 6,560 | |
Fair value measurements, Recurring [Member] | Commercial paper [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 17,999 | |
Debt securities: | ||
Available-for-sale debt securities | 24,589 | 14,496 |
Fair value measurements, Recurring [Member] | Time deposits [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 1,242 | 499 |
Debt securities: | ||
Available-for-sale debt securities | 30,759 | 9,880 |
Fair value measurements, Recurring [Member] | Corporate bonds [Member] | ||
Debt securities: | ||
Available-for-sale debt securities | 1,528 | |
Fair value measurements, Recurring [Member] | Taxable municipal bonds [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 4,754 | 21,215 |
Debt securities: | ||
Available-for-sale debt securities | 87,366 | 120,990 |
Fair value measurements, Recurring [Member] | Quoted prices in active markets using identical assets (Level 1) [Member] | ||
Debt securities: | ||
Available-for-sale equity securities | 3,234 | |
Available-for-sale Investments | 3,234 | |
Total assets | 3,234 | |
Fair value measurements, Recurring [Member] | Significant other observable inputs (Level 2) [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 14,486 | 55,504 |
Debt securities: | ||
Available-for-sale debt securities | 251,620 | 203,480 |
Available-for-sale equity securities | 0 | |
Available-for-sale Investments | 251,620 | |
Total assets | 266,106 | 258,984 |
Fair value measurements, Recurring [Member] | Significant other observable inputs (Level 2) [Member] | U.S. government securities [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 6,400 | |
Debt securities: | ||
Available-for-sale debt securities | 100,818 | 58,114 |
Fair value measurements, Recurring [Member] | Significant other observable inputs (Level 2) [Member] | Money market and other funds [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 8,490 | 9,391 |
Fair value measurements, Recurring [Member] | Significant other observable inputs (Level 2) [Member] | International government securities [Member] | ||
Debt securities: | ||
Available-for-sale debt securities | 6,560 | |
Fair value measurements, Recurring [Member] | Significant other observable inputs (Level 2) [Member] | Commercial paper [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 17,999 | |
Debt securities: | ||
Available-for-sale debt securities | 24,589 | 14,496 |
Fair value measurements, Recurring [Member] | Significant other observable inputs (Level 2) [Member] | Time deposits [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 1,242 | 499 |
Debt securities: | ||
Available-for-sale debt securities | 30,759 | 9,880 |
Fair value measurements, Recurring [Member] | Significant other observable inputs (Level 2) [Member] | Corporate bonds [Member] | ||
Debt securities: | ||
Available-for-sale debt securities | 1,528 | |
Fair value measurements, Recurring [Member] | Significant other observable inputs (Level 2) [Member] | Taxable municipal bonds [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 4,754 | 21,215 |
Debt securities: | ||
Available-for-sale debt securities | $87,366 | $120,990 |
Fair_Value_Measurements_Invest
Fair Value Measurements - Investments Classified as Available-for-Sale (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value Disclosures [Abstract] | ||
Available-for-sale Debt Securities, Amortized cost | $251,673 | |
Available-for-sale Debt Securities, Gross unrealized gains | 16 | |
Available-for-sale Debt Securities, Gross unrealized losses | -69 | |
Available-for-sale debt securities | 251,620 | |
Available-for-sale Equity Securities, Amortized cost | 4,312 | |
Available-for-sale Equity Securities, Gross unrealized gains | 0 | |
Available-for-sale Equity Securities, Gross unrealized losses | -1,078 | |
Available-for-sale equity securities | 3,234 | |
Available-for-sale Investments, Amortized cost | 255,985 | 203,479 |
Available-for-sale Investments, Gross unrealized gains | 16 | 24 |
Available-for-sale Investments, Gross unrealized losses | -1,147 | -23 |
Available-for-sale Investments | $254,854 | $203,480 |
Balance_Sheet_Components_Prepa
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Prepaid expenses and other current assets, net | ||
Prepaid expenses | $8,676 | $4,370 |
Other current assets, net | 4,801 | 5,404 |
Total prepaid expenses and other current assets, net | $13,477 | $9,774 |
Balance_Sheet_Components_Prope
Balance Sheet Components - Property and Equipment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property and equipment | ||
Property and equipment, Gross | $36,319 | $33,090 |
Accumulated depreciation | -21,279 | -17,985 |
Property and equipment | 15,040 | 15,105 |
Capital projects in progress | 902 | 1,003 |
Total property and equipment, net | 15,942 | 16,108 |
Computer equipment and data center [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 10,392 | 10,792 |
Purchased software [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 6,721 | 6,153 |
Internally-developed software [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 9,045 | 7,166 |
Office equipment [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 488 | 421 |
Office furniture [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 2,467 | 2,061 |
Heavy equipment [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 3,084 | 2,944 |
Leasehold improvements and other [Member] | ||
Property and equipment | ||
Property and equipment, Gross | $4,122 | $3,553 |
Balance_Sheet_Components_Addit
Balance Sheet Components - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | |||
Total depreciation expense | $5,600,000 | $4,500,000 | $3,800,000 |
Definite-lived intangible assets, net | 15,942,000 | 16,108,000 | |
Depreciation | 4,352,000 | 2,739,000 | 2,119,000 |
Internally developed software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Definite-lived intangible assets, net | 4,100,000 | 3,200,000 | |
Depreciation | $1,600,000 | $900,000 | $900,000 |
Balance_Sheet_Components_Accru
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Balance Sheet Related Disclosures [Abstract] | ||
Salaries and related expenses | $5,463 | $7,708 |
Accrued content costs | 4,077 | 4,132 |
Accrued advertising | 3,292 | 6,155 |
Accrued interest on Notes (see Note 7) | 2,138 | 2,138 |
Tax refunds payable to sellers (see Note 3) | 792 | 6,814 |
Other | 5,743 | 4,162 |
Total accrued expenses and other current liabilities | $21,505 | $31,109 |
Debt_Schedule_of_Companys_Debt
Debt - Schedule of Company's Debt (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 22, 2013 |
In Thousands, unless otherwise specified | |||
Debt Instrument [Line Items] | |||
Principal amount | $295,190 | $322,634 | |
Unamortized discount | -16,264 | -19,955 | |
Net carrying value | 278,926 | 302,679 | |
Monoprice 2013 credit facility [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | 42,000 | 50,000 | 50,000 |
Unamortized discount | -191 | -288 | |
Net carrying value | 41,809 | 49,712 | |
TaxACT 2013 credit facility [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | 51,940 | 71,384 | |
Unamortized discount | 0 | 0 | |
Net carrying value | 51,940 | 71,384 | |
Convertible senior notes [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | 201,250 | 201,250 | |
Unamortized discount | -16,073 | -19,667 | |
Net carrying value | $185,177 | $181,583 |
Debt_Monoprice_2013_Credit_Fac
Debt - Monoprice 2013 Credit Facility - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Nov. 22, 2013 | |
Debt Instrument [Line Items] | |||
Credit facility initially borrowed | $295,190,000 | $322,634,000 | |
Monoprice 2013 credit facility [Member] | |||
Debt Instrument [Line Items] | |||
Agreement date | 22-Nov-13 | ||
Credit facility | 70,000,000 | ||
Final maturity date of credit facility | 22-Nov-18 | ||
Credit facility initially borrowed | 42,000,000 | 50,000,000 | 50,000,000 |
Principal repayments | 8,000,000 | ||
Periodic payment, principal | 1,000,000 | ||
Periodic payment, principle multiple | 1,000,000 | ||
Credit facility 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). | ||
Credit facility, 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. | ||
Monoprice 2013 credit facility [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, variable interest rate | 1.75% | ||
Monoprice 2013 credit facility [Member] | Minimum [Member] | LIBOR Rate [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, variable interest rate | 2.75% | ||
Monoprice 2013 credit facility [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, variable interest rate | 2.25% | ||
Monoprice 2013 credit facility [Member] | Maximum [Member] | LIBOR Rate [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, variable interest rate | 3.25% | ||
Monoprice 2013 credit facility [Member] | Revolving credit [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility | 30,000,000 | ||
Monoprice 2013 credit facility [Member] | Letter of credit [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility | 5,000,000 | ||
Monoprice 2013 credit facility [Member] | Swingline loans [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility | 5,000,000 | ||
Periodic payment, principal | 100,000 | ||
Monoprice 2013 credit facility [Member] | Term loan [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility | $40,000,000 |
Debt_TaxAct_2013_Credit_Facili
Debt - TaxAct 2013 Credit Facility - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||
Aug. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | Oct. 31, 2013 | Dec. 31, 2013 | Aug. 30, 2013 | Aug. 30, 2014 | |
Debt Instrument [Line Items] | ||||||||
Credit facility borrowed | 295,190,000 | $322,634,000 | ||||||
TaxACT 2012 credit facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility borrowed | 100,000,000 | |||||||
Principal repayments | 64,500,000 | 10,000,000 | 25,500,000 | |||||
Derivative maturity date | 10-Sep-13 | |||||||
TaxACT 2013 credit facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Agreement date | 30-Aug-13 | |||||||
Credit facility borrowed | 51,940,000 | 71,384,000 | ||||||
Principal repayments | 19,400,000 | |||||||
Final maturity date of credit facility | 30-Aug-18 | |||||||
Increase in amount borrowed | 6,000,000 | |||||||
Periodic payment, principal | 3,000,000 | |||||||
Periodic payment, principle multiple | 1,000,000 | |||||||
Credit facility payment terms | 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. 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. | |||||||
Credit facility, interest rate description | 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. | |||||||
TaxACT 2013 credit facility [Member] | Revolving Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | 100,000,000 | |||||||
TaxACT 2013 credit facility [Member] | Revolving Debt [Member] | August 30, 2014 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | 90,000,000 | |||||||
TaxACT 2013 credit facility [Member] | Revolving Debt [Member] | August 30, 2015 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | 80,000,000 | |||||||
TaxACT 2013 credit facility [Member] | Revolving Debt [Member] | August 30, 2016 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | 70,000,000 | |||||||
TaxACT 2013 credit facility [Member] | Swingline loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | 10,000,000 | |||||||
TaxACT 2013 credit facility [Member] | Letter of credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | 5,000,000 | |||||||
TaxACT 2013 credit facility- Portion used to pay off 2012 credit facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility borrowed | $65,400,000 | |||||||
Minimum [Member] | TaxACT 2013 credit facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, variable interest rate | 0.75% | |||||||
Minimum [Member] | TaxACT 2013 credit facility [Member] | LIBOR Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, variable interest rate | 1.75% | |||||||
Maximum [Member] | TaxACT 2013 credit facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, variable interest rate | 1.50% | |||||||
Maximum [Member] | TaxACT 2013 credit facility [Member] | LIBOR Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, variable interest rate | 2.50% |
Debt_Analysis_of_Extinguishmen
Debt - Analysis of Extinguishment or Modification of Debt (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |||
Aug. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 30, 2013 | |
Extinguishment of Debt Disclosures [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 | ||||
Loss on debt extinguishment and modification expense | 1,593,000 | 0 | 1,593,000 | 0 | |
Amount to be amortized over the term of the new credit facility | $700,000 |
Debt_Convertible_Senior_Notes_
Debt - Convertible Senior Notes - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 15, 2013 | |
covenant | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $295,190,000 | $322,634,000 | ||
Convertible senior notes, proceeds from issuance, amount | 0 | 194,818,000 | 0 | |
Debt issuance costs | 714,000 | |||
Debt instrument, earliest date of conversion | 31-Jul-13 | |||
Debt instrument, terms of redemption | 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. | |||
Debt instrument, conversion terms | 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 December 31, 2014, the Notes were not convertible. As of December 31, 2013, the Notes were 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. | |||
Scenario 1 [Member] | ||||
Debt Instrument [Line Items] | ||||
Company's common stock for at least trading days | 20 | |||
Consecutive trading days | 30 days | |||
Scenario 1 [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Conversion price on each applicable trading day | 130.00% | |||
Scenario 2 [Member] | ||||
Debt Instrument [Line Items] | ||||
Consecutive trading days | 5 days | |||
Conversion price on each applicable trading day | 98.00% | |||
Debt instrument convertible business days | 5 days | |||
2019 Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 201,250,000 | |||
Convertible senior notes, additional issued against over-allotment, principal amount | 26,250,000 | |||
Convertible senior notes, maturity date | 1-Apr-19 | |||
Convertible senior notes, stated interest rate | 4.25% | |||
Convertible senior notes, date of first required payment | 1-Oct-13 | |||
Convertible senior notes, proceeds from issuance, amount | 194,800,000 | |||
Number of operating covenants | 0 | |||
Convertible notes, amount, in multiples, that may be converted | 1,000 | |||
Debt instrument, latest date of conversion | 28-Mar-19 | |||
Convertible senior notes, conversion ratio | 0.0461723 | |||
Convertible senior notes, conversion rate | $21.66 | |||
Debt instrument, start date of redemption period | 6-Apr-16 | |||
Convertible senior notes, repurchase price due to fundamental change as percentage of principal amount | 100.00% | |||
Convertible senior notes, adjustments to additional paid in capital, debt discount | 6.50% | |||
Debt discount recorded in additional paid in capital | 22,300,000 | |||
Debt issuance costs | 6,400,000 | |||
Debt issuance cost incurred | 5,700,000 | |||
2019 Notes [Member] | Quoted prices in active markets using identical assets (Level 1) [Member] | ||||
Debt Instrument [Line Items] | ||||
Fair value of debt instrument | $190,600,000 |
Debt_Schedule_of_Total_Interes
Debt - Schedule of Total Interest Expense on Convertible Senior Notes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs (Non-cash) | $1,143 | $1,108 | $820 |
Accretion of debt discount (Non-cash) | 3,691 | 2,838 | 325 |
2019 Notes [Member] | |||
Debt Instrument [Line Items] | |||
Contractual interest expense (Cash) | 8,553 | 6,795 | |
Amortization of debt issuance costs (Non-cash) | 920 | 684 | |
Accretion of debt discount (Non-cash) | 3,594 | 2,674 | |
Total interest expense | $13,067 | $10,153 | |
Effective interest rate of the liability component | 7.32% | 7.32% |
Commitments_and_Contingencies_1
Commitments and Contingencies - Summary of Contractual Commitments (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease commitments, 2015 | $3,154 |
Operating lease commitments, 2016 | 3,213 |
Operating lease commitments, 2017 | 2,916 |
Operating lease commitments, 2018 | 2,455 |
Operating lease commitments, 2019 | 2,502 |
Operating lease commitments, Thereafter | 3,105 |
Operating lease commitments, Total | 17,345 |
Purchase commitments, 2015 | 437 |
Purchase commitments, 2016 | 92 |
Purchase commitments, 2017 | 62 |
Purchase commitments, 2018 | 0 |
Purchase commitments, 2019 | 0 |
Purchase commitments, Thereafter | 0 |
Purchase commitments, Total | 591 |
Debt commitments, 2015 | 8,000 |
Debt commitments, 2016 | 8,000 |
Debt commitments, 2017 | 8,000 |
Debt commitments, 2018 | 69,940 |
Debt commitments, 2019 | 201,250 |
Debt commitments, Thereafter | 0 |
Debt commitments, Total | 295,190 |
Interest on Notes, 2015 | 8,553 |
Interest on Notes, 2016 | 8,553 |
Interest on Notes, 2017 | 8,553 |
Interest on Notes, 2018 | 8,553 |
Interest on Notes, 2019 | 4,277 |
Interest on Notes, Thereafter | 0 |
Interest on Notes, Total | 38,489 |
Escrow for acquisition-related indemnifications, 2015 | 735 |
Escrow for acquisition-related indemnifications, 2016 | 0 |
Escrow for acquisition-related indemnifications, 2017 | 0 |
Escrow for acquisition-related indemnifications, 2018 | 0 |
Escrow for acquisition-related indemnifications, 2019 | 0 |
Escrow for acquisition-related indemnifications, Thereafter | 0 |
Escrow for acquisition-related indemnifications, Total | 735 |
Total contractual commitments, 2015 | 20,879 |
Total contractual commitments, 2016 | 19,858 |
Total contractual commitments, 2017 | 19,531 |
Total contractual commitments, 2018 | 80,948 |
Total contractual commitments, 2019 | 208,029 |
Total contractual commitments, Thereafter | 3,105 |
Total contractual commitments | $352,350 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expenses under operating leases | $3 | $2 | $1.80 |
Cash as collateral for property lease-related banking arrangements under standby letter of credit | $0.90 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||||
Nov. 21, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-14 | Aug. 23, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,000 | 1,000,000 | ||||
Warrant exercise price | $9.62 | |||||
Warrant expiry date | 23-Aug-14 | |||||
Warrant extended expiry period | August 23, 2017 | |||||
Reclassification of equity award to liability award | $6,218,000 | |||||
Loss on derivative instrument | 0 | 11,652,000 | 2,346,000 | |||
Total expense of fair value for the warrant | 6,600,000 | |||||
Warrant exercise price | 9,600,000 | 9,620,000 | ||||
Common stock authorized for issuance under the ESPP | 7,671,479 | |||||
Common stock available for issuance for issuance under the ESPP | 2,574,232 | |||||
Repurchase of available common stock, authorized amount | 85,000,000 | |||||
Shares repurchased under stock repurchase program | 2,300,000 | 400,000 | ||||
Stock repurchased value exclusive of purchase and administrative costs | 38,600,000 | 10,000,000 | ||||
Stock repurchase, average price per share | $16.85 | $23.95 | ||||
Stock repurchase program remaining authorized repurchase amount | 36,452,000 | |||||
1996 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards vesting rights under 1996 Plan | The Company granted options and RSUs during 2014, 2013, and 2012 under the Company’s Restated 1996 Flexible Stock Incentive Plan. Options and RSUs generally vest over a period of three years, with one-third vesting one year from the date of grant and the remainder vesting ratably thereafter on a semi-annual basis, and expire seven years from the date of grant. There are a few exceptions to this vesting schedule, which provide for vesting at different rates or based on achievement of performance or market targets. | |||||
Percentage of awards vested within one year from grant date | 33.30% | |||||
1998 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employees contribution percentage | 15.00% | |||||
Upper limit of common stock purchase under the ESPP | 85.00% | |||||
Common stock authorized for issuance under the ESPP | 1,360,000 | |||||
Common stock available for issuance for issuance under the ESPP | 300,000 | |||||
Description of common stock purchase price under ESPP | The purchase price is the lesser of 85% of the fair market value of common stock on the first day or on the last day of an offering period. | |||||
Additional-paid-in capital [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Reclassification of equity award to liability award | 6,218,000 | |||||
Warrant exercise price | 9,620,000 | |||||
Derivative instrument of liability balance | $20,200,000 | |||||
Options and restricted stock units specified years [Member] | 1996 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Typically scheduled vesting period of 1996 Plan | 3 years | |||||
Vesting period of award from grant date | 1 year | |||||
Options and RSUs remainder vesting ratably thereafter description | semi-annual basis | |||||
Vesting rights expire year from the date of grant under 1996 Plan | 7 years |
Stockholders_Equity_Summary_of
Stockholders' Equity - Summary of Components of Accumulated Other Comprehensive Income (Detail) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrealized gain (loss) on investments, Beginning balance | $0 | ($10) | $32 | |
Unrealized gain (loss) on investments, Other comprehensive income (loss) | -1,113 | 10 | -42 | |
Unrealized gain (loss) on investments, Ending balance | -1,113 | 0 | -10 | |
Unrealized gain (loss) on derivative instrument, Beginning balance | 0 | -266 | 0 | |
Unrealized gain (loss) on derivative instrument, Other comprehensive income (loss) | 0 | 266 | -266 | |
Unrealized gain (loss) on derivative instrument, Ending balance | 0 | 0 | -266 | |
Accumulated other comprehensive income | -1,113 | 0 | -276 | 32 |
Other comprehensive income (loss) | -1,113 | 276 | -308 | |
Accumulated other comprehensive income [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Other comprehensive income (loss) | ($1,113) | $276 | ($308) |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Stock Options, RSUs and MSUs (Detail) | Dec. 31, 2014 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of shares authorized for awards | 7,671,479 |
Options, RSUs, and MSUs outstanding | 5,097,247 |
Options, RSUs, and MSUs expected to vest | 4,701,050 |
Options, RSUs, and MSUs available for grant | 2,574,232 |
StockBased_Compensation_Stock_
Stock-Based Compensation - Stock Incentive Plans Activity (Detail) (USD $) | 1 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Oct. 31, 2011 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options, Granted | 200,000 | |
Shares purchased pursuant to ESPP [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options, Outstanding, Beginning balance | 3,786,561 | |
Options, Granted | 1,483,486 | |
Options, Forfeited | 179,678 | |
Options, Expired | -72,592 | |
Options, Exercised | -673,952 | |
Options, Outstanding, Ending balance | 4,343,825 | |
Options, Exercisable, December 31, 2014 | 2,529,778 | |
Options, Expected to vest after December 31, 2014 | 4,062,243 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted average exercise price, Beginning balance | $11.57 | |
Weighted average exercise price, Granted | $19.95 | |
Weighted average exercise price, Forfeited | $19.87 | |
Weighted average exercise price, Expired | $19.15 | |
Weighted average exercise price, Exercised | $9.96 | |
Weighted average exercise price, Ending balance | $14.21 | |
Weighted average exercise price, Exercisable, December 31, 2014 | $10.85 | |
Weighted average exercise price, Expected to vest after December 31, 2014 | $13.93 | |
Intrinsic value, Outstanding | $9,131 | |
Intrinsic value, Exercisable, December 31, 2014 | 8,985 | |
Intrinsic value, Expected to vest after December 31, 2014 | 9,115 | |
Weighted average remaining contractual term (in years), Outstanding | 4 years 7 months 6 days | |
Weighted average remaining contractual term (in years), Exercisable, December 31, 2014 | 3 years 7 months 6 days | |
Weighted average remaining contractual term (in years), Expected to vest after December 31, 2014 | 4 years 6 months | |
Restricted stock units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Stock units, Outstanding, Beginning balance | 1,078,481 | |
Stock units, Granted | 536,964 | |
Stock units, Forfeited | -430,782 | |
Stock units, Vested | -431,241 | |
Stock units, Outstanding, Ending balance | 753,422 | |
Stock units, Expected to vest after December 31, 2014 | 638,807 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted average grant date fair value, Outstanding, Beginning balance | $17.07 | |
Weighted average grant date fair value, Granted | $18.44 | |
Weighted average grant date fair value, Forfeited | $19.23 | |
Weighted average grant date fair value, Vested | $15.21 | |
Weighted average grant date fair value, Outstanding, Ending balance | $17.88 | |
Weighted average grant date fair value, Expected to vest after December 31, 2014 | $17.88 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] | ||
Intrinsic value, Outstanding | 10,435 | |
Intrinsic value, Expected to vest after December 31, 2014 | $8,847 | |
Weighted average remaining contractual term (in years), Outstanding | 1 year 1 month 6 days | |
Weighted average remaining contractual term (in years), Expected to vest after December 31, 2014 | 1 year |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Supplemental Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value per share or unit granted | $5.67 | $5.05 | $3.84 |
Total intrinsic value of options exercised or units vested | $3,600 | $2,626 | $3,886 |
Total fair value of options or units vested | 4,000 | 2,410 | 2,288 |
Restricted stock units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value per share or unit granted | $18.44 | $18.86 | $13.19 |
Total intrinsic value of options exercised or units vested | 8,315 | 7,986 | 4,663 |
Total fair value of options or units vested | $6,560 | $5,163 | $3,049 |
StockBased_Compensation_StockB
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $11,884 | $11,527 | $13,223 |
Excluded and capitalized as part of internal-use software | 106 | 115 | 121 |
Cost of revenues [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 477 | 662 | 558 |
Engineering and technology [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 1,569 | 1,351 | 1,180 |
Sales and marketing [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 2,047 | 2,335 | 1,909 |
General and administrative [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $7,791 | $7,179 | $9,576 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | ||
Oct. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-12 | Mar. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options, Granted | 200,000 | |||||
Performance base stock option, compensation expense recognized | $11,884,000 | $11,527,000 | $13,223,000 | |||
Stock-based compensation expense | 900,000 | |||||
Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options, Granted | 190,000 | |||||
Warrant [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 4,300,000 | |||||
Awards vested [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $300,000 | $500,000 |
StockBased_Compensation_Stock_1
Stock-Based Compensation - Stock Option Grants and Warrant (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected life | 3 years 0 months 0 days | 3 years 2 months 12 days | 3 years 3 months 18 days |
Non-employee stock option grant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.00% | 0.00% | 0.26% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.00% | 0.00% | 0.95% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 0.00% | 0.00% | 46.00% |
Expected life | 5 years 7 months 6 days | ||
Minimum [Member] | Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.11% | 0.25% | 0.26% |
Expected volatility | 35.00% | 40.00% | 40.00% |
Minimum [Member] | Non-employee stock option grant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 0.00% | 38.00% | |
Expected life | 1 year 7 months 6 days | ||
Maximum [Member] | Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.31% | 1.06% | 1.57% |
Expected volatility | 43.00% | 46.00% | 48.00% |
Maximum [Member] | Non-employee stock option grant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 0.00% | 41.00% | |
Expected life | 2 years 2 months 12 days |
StockBased_Compensation_Unreco
Stock-Based Compensation - Unrecognized Stock-Based Compensation Expense (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized stock-based compensation expense | $9,355 |
Weighted average period to unrecognized stock based compensation expense | 1 year 4 months 24 days |
Shares purchased pursuant to ESPP [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized stock-based compensation expense | 4,058 |
Weighted average period to unrecognized stock based compensation expense | 1 year 6 months |
Restricted stock units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized stock-based compensation expense | $5,297 |
Weighted average period to unrecognized stock based compensation expense | 1 year 3 months 18 days |
Segment_Information_Informatio
Segment Information - Information on Reportable Segments for Reconciliation to Consolidated Net Income (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues | |||
Total revenues | $580,720 | $573,980 | $406,919 |
Operating income (loss): | |||
Total operating income | -8,441 | 74,449 | 44,205 |
Other loss, net | -14,766 | -29,623 | -6,677 |
Income tax expense | -12,340 | -20,427 | -15,002 |
Net income (loss) | -35,547 | 24,399 | 22,526 |
Operating Segments [Member] | Search and Content [Member] | |||
Revenues | |||
Total revenues | 326,270 | 428,464 | 344,814 |
Operating income (loss): | |||
Total operating income | 55,812 | 82,504 | 62,185 |
Operating Segments [Member] | Tax Preparation [Member] | |||
Revenues | |||
Total revenues | 103,719 | 91,213 | 62,105 |
Operating income (loss): | |||
Total operating income | 49,696 | 40,599 | 30,052 |
Operating Segments [Member] | E-Commerce [Member] | |||
Revenues | |||
Total revenues | 150,731 | 54,303 | 0 |
Operating income (loss): | |||
Total operating income | 12,043 | 4,967 | 0 |
Operating Segments [Member] | Corporate-level activity [Member] | |||
Operating income (loss): | |||
Total operating income | ($125,992) | ($53,621) | ($48,032) |
Other_Loss_Net_Schedule_of_Oth
Other Loss, Net - Schedule of Other Loss Net (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Aug. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Other Income and Expenses [Abstract] | ||||
Interest income | ($352) | ($300) | ($131) | |
Interest expense (see Note 7) | 11,202 | 9,463 | 3,522 | |
Amortization of debt issuance costs (see Note 7) | 1,143 | 1,108 | 820 | |
Accretion of debt discounts (see Note 7) | 3,691 | 2,838 | 325 | |
Loss on debt extinguishment and modification expense | 1,593 | 0 | 1,593 | 0 |
Loss on derivative instrument (see Notes 2 and 9) | 0 | 11,652 | 2,346 | |
Impairment of equity investment in privately-held company | 0 | 3,711 | 0 | |
Decrease in pre-acquisition liability (see Note 3) | -665 | |||
Decrease in fair value of earn-out contingent liability | -15 | -300 | 0 | |
Other | -238 | -142 | -205 | |
Other loss, net | $14,766 | $29,623 | $6,677 |
Other_Loss_Net_Additional_Info
Other Loss, Net - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Other Income and Expenses [Abstract] | |||
Written down value of carrying value of investment | $0 | $3,711,000 | $0 |
Carrying value | $0 |
Income_Taxes_Income_Tax_Expens
Income Taxes - Income Tax Expense (Benefit) from Continuing Operations (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current: | |||
U.S. federal | $23,921 | $30,452 | $23,303 |
State | 2,086 | 642 | 437 |
Total current expense | 26,007 | 31,094 | 23,740 |
Deferred: | |||
U.S. federal | -12,621 | -10,430 | -8,234 |
State | -1,046 | -237 | -504 |
Total deferred benefit | -13,667 | -10,667 | -8,738 |
Income tax expense, net | $12,340 | $20,427 | $15,002 |
Income_Taxes_Income_Tax_Expens1
Income Taxes - Income Tax Expense (Benefit) from Continuing Operations Differed from Amount Computed by Applying Statutory Federal Income Tax Rate (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Income tax expense (benefit) at federal statutory rate of 35% | ($8,122) | $15,689 | $13,135 |
State income taxes, net of federal benefit | 657 | 320 | -89 |
Non-deductible compensation | 569 | 221 | 1,621 |
Deductible domestic production costs | -1,080 | -949 | -804 |
Non-deductible impairment of goodwill (see Note 4) | 20,789 | 0 | 0 |
Non-deductible loss on derivative instrument (the Warrant, see Note 9) | 0 | 4,078 | 821 |
Change in liabilities for uncertain tax positions | -72 | -201 | -75 |
Change in valuation allowance on unrealized capital losses | -117 | 1,108 | 0 |
Other | -284 | 161 | 393 |
Income tax expense, net | $12,340 | $20,427 | $15,002 |
Income_Taxes_Income_Tax_Expens2
Income Taxes - Income Tax Expense (Benefit) from Continuing Operations Differed from Amount Computed by Applying Statutory Federal Income Tax Rate (Additional Information) (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
US Federal Statutory Tax Rate | 35.00% | 35.00% | 35.00% |
Income_Taxes_Deferred_Tax_Asse
Income Taxes - Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Current: | |||
Net operating loss carryforwards | $19,964 | $34,167 | |
Accrued compensation | 1,318 | 1,605 | |
Deferred revenue | 2,594 | 2,385 | |
Inventory | 1,462 | 800 | |
Other, net | 2,149 | 1,903 | |
Total current deferred tax assets | 27,487 | 40,860 | |
Non-current: | |||
Net operating loss carryforwards | 179,671 | 190,974 | |
Tax credit carryforwards | 10,370 | 9,259 | |
Depreciation and amortization | 6,388 | 7,696 | |
Stock-based compensation | 5,941 | 5,318 | |
Other, net | 4,977 | 4,204 | |
Total non-current deferred tax assets | 207,347 | 217,451 | |
Total gross deferred tax assets | 234,834 | 258,311 | |
Valuation allowance | -211,865 | -235,730 | -262,353 |
Deferred tax assets, net of valuation allowance | 22,969 | 22,581 | |
Current: | |||
Other, net | -133 | -253 | |
Total current deferred tax liabilities | -133 | -253 | |
Non-current: | |||
Depreciation and amortization | -57,158 | -68,888 | |
Discount on Notes | -5,816 | -6,977 | |
Other, net | 0 | -5 | |
Total non-current deferred tax liabilities | -62,974 | -75,870 | |
Total gross deferred tax liabilities | -63,107 | -76,123 | |
Net deferred tax liabilities | ($40,138) | ($53,542) |
Income_Taxes_Changes_in_Valuat
Income Taxes - Changes in Valuation Allowance for Deferred Tax Assets (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred Tax Assets, Net of Valuation Allowance, Classification [Abstract] | ||
Balance at beginning of year | $235,730 | $262,353 |
Net changes to deferred tax assets, subject to a valuation allowance | -23,865 | -26,623 |
Balance at end of year | $211,865 | $235,730 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Valuation Allowance [Line Items] | |||
Deferred tax assets, valuation allowance, increase | $300,000 | $1,100,000 | |
Deferred tax assets, valuation allowance, decrease | -24,100,000 | -27,700,000 | |
Federal net operating loss carryforwards for income tax purposes | 570,400,000 | ||
State net operating loss carryforwards for income tax purposes | 24,500,000 | ||
Unrecognized tax benefits impacting effective tax rate | 500,000 | 600,000 | |
Deferred tax asset subject to valuation allowance | 17,900,000 | ||
Significant adjustments | 0 | ||
Interest and penalties accrued | 300,000 | 300,000 | |
Equity-based deferred tax assets [Member] | |||
Valuation Allowance [Line Items] | |||
Deferred tax assets, valuation allowance | 209,000,000 | ||
Minimum [Member] | |||
Valuation Allowance [Line Items] | |||
Federal net operating loss carryforward expiration period | 2020 | ||
Maximum [Member] | |||
Valuation Allowance [Line Items] | |||
Federal net operating loss carryforward expiration period | 2031 | ||
Reversal of uncertain tax position | $100,000 | $100,000 | $100,000 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Unrecognized Tax Benefit Balances (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, Beginning Balance | $18,537 | $19,088 | $18,267 |
Gross increases for tax positions of prior years | 126 | 219 | 1,208 |
Gross decreases for tax positions of prior years | -199 | -101 | -216 |
Settlements | -61 | -562 | |
Lapse of statute of limitations | 0 | -107 | -171 |
Unrecognized tax benefits, Ending Balance | $18,403 | $18,537 | $19,088 |
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) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share [Abstract] | |||
Weighted average common shares outstanding, basic | 41,396 | 41,201 | 40,279 |
Dilutive potential common shares | 0 | 2,279 | 1,393 |
Weighted average common shares outstanding, diluted | 41,396 | 43,480 | 41,672 |
Shares excluded | 5,468 | 381 | 1,172 |
Net_Income_Per_Share_Additiona
Net Income Per Share - Additional Information (Detail) | 1 Months Ended |
In Millions, unless otherwise specified | Nov. 21, 2013 |
Earnings Per Share [Abstract] | |
Amount of share issued due to exercising warrant | 1 |