Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 23, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | BLUCORA, INC. | |
Entity Central Index Key | 1,068,875 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Trading Symbol | BCOR | |
Entity Common Stock, Shares Outstanding | 40,963,103 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 59,498 | $ 46,444 |
Available-for-sale investments | 237,389 | 254,854 |
Accounts receivable, net of allowance of $111 and $67 | 26,688 | 30,988 |
Other receivables | 1,046 | 3,295 |
Inventories | 34,434 | 29,246 |
Prepaid expenses and other current assets, net | 12,529 | 13,477 |
Total current assets | 371,584 | 378,304 |
Property and equipment, net | 15,595 | 15,942 |
Goodwill, net | 304,658 | 304,658 |
Other intangible assets, net | 153,654 | 168,919 |
Other long-term assets | 4,238 | 4,891 |
Total assets | 849,729 | 872,714 |
Current liabilities: | ||
Accounts payable | 31,274 | 37,755 |
Accrued expenses and other current liabilities | 24,391 | 21,505 |
Deferred revenue | 6,074 | 7,884 |
Short-term portion of long-term debt, net | 0 | 7,914 |
Total current liabilities | 61,739 | 75,058 |
Long-term liabilities: | ||
Long-term debt, net | 30,000 | 85,835 |
Convertible senior notes, net | 187,075 | 185,177 |
Deferred tax liability, net | 23,178 | 42,963 |
Deferred revenue | 2,910 | 1,915 |
Other long-term liabilities | 3,195 | 2,741 |
Total long-term liabilities | 246,358 | 318,631 |
Total liabilities | $ 308,097 | $ 393,689 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Common stock, par $0.0001—authorized shares, 900,000; issued and outstanding shares, 40,944 and 40,882 | $ 4 | $ 4 |
Additional paid-in capital | 1,501,793 | 1,467,658 |
Accumulated deficit | (960,173) | (987,524) |
Accumulated other comprehensive income (loss) | 8 | (1,113) |
Total stockholders’ equity | 541,632 | 479,025 |
Total liabilities and stockholders’ equity | $ 849,729 | $ 872,714 |
Unaudited Condensed Consolidat3
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for accounts receivable | $ 111 | $ 67 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 40,944,000 | 40,882,000 |
Common stock, shares outstanding | 40,944,000 | 40,882,000 |
Unaudited Condensed Consolidat4
Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Services revenue | $ 83,030 | $ 106,270 | $ 222,844 | $ 285,314 |
Product revenue, net | 35,946 | 35,299 | 70,958 | 72,438 |
Total revenues | 118,976 | 141,569 | 293,802 | 357,752 |
Cost of revenues: | ||||
Services cost of revenue | 30,771 | 56,233 | 65,712 | 127,526 |
Product cost of revenue | 25,255 | 23,137 | 49,355 | 48,166 |
Total cost of revenues | 56,026 | 79,370 | 115,067 | 175,692 |
Engineering and technology | 5,168 | 4,817 | 10,385 | 8,952 |
Sales and marketing | 27,287 | 22,287 | 81,483 | 78,123 |
General and administrative | 11,014 | 10,425 | 21,423 | 19,057 |
Depreciation | 1,187 | 1,135 | 2,325 | 2,193 |
Amortization of intangible assets | 6,118 | 5,761 | 12,236 | 11,345 |
Total operating expenses | 106,800 | 123,795 | 242,919 | 295,362 |
Operating income | 12,176 | 17,774 | 50,883 | 62,390 |
Other loss, net | (4,577) | (3,724) | (8,303) | (7,793) |
Income before income taxes | 7,599 | 14,050 | 42,580 | 54,597 |
Income tax expense | (3,348) | (5,313) | (15,229) | (19,873) |
Net income | $ 4,251 | $ 8,737 | $ 27,351 | $ 34,724 |
Net income per share: | ||||
Basic, USD per share | $ 0.10 | $ 0.21 | $ 0.67 | $ 0.83 |
Diluted, USD per share | $ 0.10 | $ 0.20 | $ 0.65 | $ 0.79 |
Weighted average shares outstanding: | ||||
Basic, Shares | 40,918 | 41,570 | 40,953 | 41,866 |
Diluted, Shares | 41,936 | 43,084 | 41,918 | 43,803 |
Other comprehensive income: | ||||
Net income | $ 4,251 | $ 8,737 | $ 27,351 | $ 34,724 |
Unrealized gain (loss) on available-for-sale investments, net of tax | (187) | 2,076 | (260) | 2,090 |
Reclassification adjustment for realized loss on available-for-sale investments, net of tax, included in net income as Other loss, net | 376 | 0 | 417 | 0 |
Reclassification adjustment for other-than-temporary impairment loss on available-for-sale investments, included in net income as Other loss, net | 964 | 0 | 964 | 0 |
Other comprehensive income | 1,153 | 2,076 | 1,121 | 2,090 |
Comprehensive income | $ 5,404 | $ 10,813 | $ 28,472 | $ 36,814 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating Activities: | ||
Net income | $ 27,351 | $ 34,724 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Stock-based compensation | 6,047 | 6,366 |
Depreciation and amortization of intangible assets | 18,932 | 17,920 |
Excess tax benefits from stock-based award activity | (32,535) | (34,369) |
Deferred income taxes | (21,558) | (18,172) |
Amortization of premium on investments, net | 902 | 2,221 |
Amortization of debt issuance costs | 643 | 565 |
Accretion of debt discounts | 2,089 | 1,822 |
Realized loss on available-for-sale investments, net | 417 | 0 |
Other-than-temporary impairment loss on equity securities | 964 | 0 |
Other | 112 | 57 |
Cash provided (used) by changes in operating assets and liabilities: | ||
Accounts receivable | 4,245 | 12,347 |
Other receivables | 2,249 | 4,362 |
Inventories | (5,188) | (1,738) |
Prepaid expenses and other current assets | 2,048 | 874 |
Other long-term assets | (2) | 48 |
Accounts payable | (6,481) | (18,011) |
Deferred revenue | (815) | (555) |
Accrued expenses and other current and long-term liabilities | 35,270 | 26,789 |
Net cash provided by operating activities | 34,690 | 35,250 |
Investing Activities: | ||
Business acquisition, net of cash acquired | 0 | (44,927) |
Purchases of property and equipment | (2,105) | (2,859) |
Purchases of intangible assets | (696) | 0 |
Proceeds from sales of investments | 15,008 | 21,546 |
Proceeds from maturities of investments | 113,406 | 121,496 |
Purchases of investments | (112,090) | (144,049) |
Net cash provided (used) by investing activities | 13,523 | (48,793) |
Financing Activities: | ||
Proceeds from credit facilities | 20,000 | 4,000 |
Repayment of credit facilities | (83,940) | (60,000) |
Stock repurchases | (5,521) | (25,785) |
Excess tax benefits from stock-based award activity | 32,535 | 34,369 |
Proceeds from stock option exercises | 2,093 | 1,746 |
Proceeds from issuance of stock through employee stock purchase plan | 608 | 665 |
Tax payments from shares withheld upon vesting of restricted stock units | (934) | (1,913) |
Net cash used by financing activities | (35,159) | (46,918) |
Net increase (decrease) in cash and cash equivalents | 13,054 | (60,461) |
Cash and cash equivalents, beginning of period | 46,444 | 130,225 |
Cash and cash equivalents, end of period | 59,498 | 69,764 |
Supplemental disclosure of non-cash investing activities: | ||
Purchases of property and equipment through leasehold incentives | 515 | 120 |
Cash paid for: | ||
Income taxes | 1,080 | 2,012 |
Interest | $ 5,241 | $ 5,766 |
The Company and Basis of Presen
The Company and Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
The Company and Basis of Presentation | The Company and Basis of Presentation Description of the business: Blucora, Inc. (the “ Company ” or “ Blucora ”) operates three primary businesses: an internet Search and Content business, an online Tax Preparation business, and an E-Commerce business. The Search and Content business 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 websites. Segments: The Company has three reportable segments: Search and Content, Tax Preparation, and E-Commerce. The Search and Content segment is the InfoSpace business, 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 provided through the InfoSpace business, the term “ Tax Preparation ” to represent services and software sold through the TaxACT business, and the term “ E-Commerce ” to represent products sold through the Monoprice business (see “Note 9: Segment Information”). Principles of consolidation : The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated. 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, 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, 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 Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Interim financial information : The accompanying consolidated financial statements have been prepared by the Company under the rules and regulations of the Securities and Exchange Commission (the “ SEC ”) for interim financial reporting. These consolidated financial statements are unaudited and, in management’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the consolidated financial position, results of operations, and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Part II Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 . Interim results are not necessarily indicative of results for a full year. Short-term investments: The Company principally invests its available cash in fixed income debt and marketable equity securities. Fixed income debt securities include investment-grade income securities, AAA-rated money market funds, and insured time deposits with commercial banks. Equity securities include common stock in a publicly-traded company. Such investments are included in “Cash and cash equivalents” and “Available-for-sale investments” on the consolidated balance sheets and reported at fair value with unrealized gains and losses included in “ Accumulated other comprehensive income (loss) ” on the consolidated balance sheets. Amounts reclassified out of comprehensive income into net income are determined on the basis of specific identification. The Company reviews 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 income (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. Inventories: Inventories, consisting of merchandise available for sale in the E-Commerce business, are accounted for using the first-in-first-out (“ FIFO ”) method of accounting and are valued at the lower of cost or market and include the related inbound shipping and handling costs. Inventory quantities on hand are reviewed regularly, and allowances are maintained for obsolete, slow moving, and nonsalable inventory. Business combinations and intangible assets including goodwill : The Company accounts for business combinations using the acquisition method, and, accordingly, the identifiable assets acquired and liabilities assumed are recorded at their acquisition date fair values. Goodwill is calculated as the excess of the purchase price over the fair value of net assets, including the amount assigned to identifiable intangible assets, 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. 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. Fair value of financial instruments : The Company measures its cash equivalents and available-for-sale investments 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. Supplier concentration risk : During the six months ended June 30, 2015 and 2014 , Monoprice inventory purchases from two key unrelated vendors accounted for 18% of Monoprice’s total inventory purchases. 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, 2017. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company currently is evaluating the impact of this guidance on its consolidated financial statements. In April 2015, the FASB issued two separate ASUs, both of which are effective for annual reporting periods beginning after December 15, 2015, including interim reporting periods within that reporting period. Earlier adoption is permitted for both ASUs. One of these ASUs provides guidance about whether a cloud computing arrangement includes a software license, in which case the software license element should be accounted for consistent with the acquisition of other software licenses; otherwise, the arrangement should be accounted for as a service contract. This guidance may be applied either prospectively or retrospectively. The other ASU provides guidance related to the balance sheet presentation of debt issuance costs, in which those debt issuance costs should be presented as a direct deduction from the carrying amount of the recognized debt, consistent with debt discounts. This guidance must be applied retrospectively. The adoption of these ASUs are not expected to have a material impact on the Company's consolidated financial statements. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2015 | |
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. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The following table presents goodwill by reportable segment as of June 30, 2015 and December 31, 2014 , the balances of which did not change from period to period (in thousands): Search and Content Tax Preparation E-Commerce Total Goodwill, net $ 59,912 $ 188,541 $ 56,205 $ 304,658 Intangible assets other than goodwill consisted of the following (in thousands): June 30, 2015 December 31, 2014 Gross carrying amount Accumulated amortization Net Gross carrying amount Accumulated amortization Net Definite-lived intangible assets: Customer relationships $ 132,500 $ (61,242 ) $ 71,258 $ 132,500 $ (50,075 ) $ 82,425 Technology 44,805 (39,533 ) 5,272 44,805 (35,649 ) 9,156 Content 18,200 (1,971 ) 16,229 18,200 (1,061 ) 17,139 Other 6,667 (6,667 ) — 6,667 (6,667 ) — Total definite-lived intangible assets 202,172 (109,413 ) 92,759 202,172 (93,452 ) 108,720 Indefinite-lived intangible assets: Trade names 60,199 — 60,199 60,199 — 60,199 Internet domain names 696 — 696 — — — Total indefinite-lived intangible assets 60,895 — 60,895 60,199 — 60,199 Total $ 263,067 $ (109,413 ) $ 153,654 $ 262,371 $ (93,452 ) $ 168,919 Amortization expense was as follows (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Statement of comprehensive income line item: Services cost of revenue $ 1,863 $ 1,881 $ 3,725 $ 3,766 Amortization of intangible assets 6,118 5,761 12,236 11,345 Total $ 7,981 $ 7,642 $ 15,961 $ 15,111 Expected amortization of definite-lived intangible assets held as of June 30, 2015 is presented in the table below (in thousands): 2015 2016 2017 2018 2019 Thereafter Total Services cost of revenue $ 3,725 $ 621 $ — $ — $ — $ — $ 4,346 Amortization of intangible assets 9,644 17,206 17,155 16,970 16,838 10,600 88,413 Total $ 13,369 $ 17,827 $ 17,155 $ 16,970 $ 16,838 $ 10,600 $ 92,759 The weighted average amortization periods for definite-lived intangible assets are as follows: 55 months for customer relationships, 12 months for technology, 107 months for content, and 62 months for total definite-lived intangible assets. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value hierarchy of the Company’s financial assets carried at fair value and measured on a recurring basis was as follows (in thousands): Fair value measurements at the reporting date using June 30, 2015 Quoted prices in active markets using identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Cash equivalents: Money market and other funds $ 4,762 $ — $ 4,762 $ — Commercial paper 5,899 — 5,899 — Time deposits 748 — 748 — Taxable municipal bonds 745 — 745 — Total cash equivalents 12,154 — 12,154 — Available-for-sale investments: Debt securities: U.S. government securities 102,573 — 102,573 — International government securities 5,205 — 5,205 — Commercial paper 22,984 — 22,984 — Time deposits 23,211 — 23,211 — Taxable municipal bonds 81,493 — 81,493 — Total debt securities 235,466 — 235,466 — Equity securities 1,923 1,923 — — Total available-for-sale investments 237,389 1,923 235,466 — Total assets at fair value $ 249,543 $ 1,923 $ 247,620 $ — Fair value measurements at the reporting date using December 31, 2014 Quoted prices in active markets using identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (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 $ — The Company also had financial instruments that were not measured at fair value. See “Note 6: Debt” for details. The contractual maturities of the debt securities classified as available-for-sale at June 30, 2015 and December 31, 2014 were less than one year. The cost and fair value of available-for-sale investments were as follows (in thousands): Amortized cost Gross unrealized gains Gross unrealized losses Fair value Balance at June 30, 2015 Debt securities $ 235,455 $ 34 $ (23 ) $ 235,466 Equity securities 1,923 — — 1,923 Total $ 237,378 $ 34 $ (23 ) $ 237,389 Balance at 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 The Company's equity securities consist of a single holding in a publicly-traded company. During the three months ended June 30, 2015 , the Company recorded a $1.0 million other-than-temporary impairment loss on its equity securities due to the length of time and extent to which the fair value had been less than cost. The impairment loss was recognized in " Other loss, net " on the consolidated statements of comprehensive income. During the three months ended December 31, 2014 , the Company's equity securities were in an unrealized loss position for the first time, and, at that time, the Company had considered such position to be temporary. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s debt consisted of the following (in thousands): June 30, 2015 December 31, 2014 Principal amount Unamortized discount Net carrying value Principal amount Unamortized discount Net carrying value Monoprice 2013 credit facility $ 30,000 $ — $ 30,000 $ 42,000 $ (191 ) $ 41,809 TaxACT 2013 credit facility — — — 51,940 — 51,940 Convertible Senior Notes 201,250 (14,175 ) 187,075 201,250 (16,073 ) 185,177 Total debt $ 231,250 $ (14,175 ) $ 217,075 $ 295,190 $ (16,264 ) $ 278,926 Monoprice 2013 credit facility: On November 22, 2013 , Monoprice entered into an agreement with a syndicate of lenders for the purposes of post-transaction financing of the Monoprice acquisition and providing future working capital flexibility for Monoprice. The credit facility consists of a $30.0 million revolving credit loan—which includes up to $5.0 million under a letter of credit and up to $5.0 million in swingline loans—and, until repaid in full in 2015 as discussed below, also consisted of a $40.0 million term loan. 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 initially borrowed $50.0 million under the credit facility. Monoprice had net repayment activity of $12.0 million and $4.0 million during the six months ended June 30, 2015 and 2014 , respectively. 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). In accordance with this provision, Monoprice repaid the term loan in full in 2015, which was included in the net repayment activity for 2015 and resulted in the write-down of the remaining unamortized discount and debt issuance costs related to the term loan. 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 June 30, 2015 , Monoprice was in compliance with all of the financial and operating covenants. As of June 30, 2015 , 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. 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 initially borrowed approximately $71.4 million under the 2013 credit facility. TaxACT had net repayment activity of $51.9 million and $52.0 million during the six months ended June 30, 2015 and 2014 , respectively. 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. In accordance with this provision, TaxACT repaid the outstanding amount under the credit facility in full in 2015, which was included in the net repayment activity for 2015. The credit facility continues to be available to TaxACT through its final maturity date. 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 June 30, 2015 , the Company was in compliance with all of the financial and operating covenants. 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 June 30, 2015 , the Notes were not convertible. • During the five business day period after any five consecutive trading day period (the “ measurement period ”) in which the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price of the Company’s common stock and the conversion rate on each trading day. • If the Company calls any or all of the Notes for redemption. • Upon the occurrence of specified corporate events, including a merger or a sale of all or substantially all of the Company’s assets. The convertibility of the Notes is determined at the end of each reporting period. If the Notes are determined to be convertible, they remain convertible until the end of the subsequent quarter and are classified in “Current liabilities” on the balance sheet; otherwise, they are classified in “Long-term liabilities.” Depending upon the price of the Company’s common stock or the trading price of the Notes within the reporting period, pursuant to the first two criteria listed above, the Notes could be convertible during one reporting period but not convertible during a comparable reporting period. On or after October 1, 2018 and until the close of business on March 28, 2019 , holders may convert their Notes, in multiples of $1,000 principal amount, at the option of the holder. The conversion ratio for the Notes is initially 0.0461723 , equivalent to an initial conversion price of approximately $21.66 per share of the Company’s common stock. The conversion ratio is subject to customary adjustment for certain events as described in the Indenture. At the time the Company issued the Notes, the Company was only permitted to settle conversions with shares of its common stock. The Company received shareholder approval at its annual meeting in May 2013 to allow for “flexible settlement,” which provided the Company with the option to settle conversions in cash, shares of common stock, or any combination thereof. The Company’s intention is to satisfy conversion of the Notes with cash for the principal amount of the debt and shares of common stock for any related conversion premium. Beginning April 6, 2016 , the Company may, at its option, redeem for cash all or part of the Notes plus accrued and unpaid interest. If the Company undergoes a fundamental change (as described in the Indenture), holders may require the Company to repurchase for cash all or part of their Notes in principal amounts of $1,000 or an integral multiple thereof. The fundamental change repurchase price will be equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest. However, if a fundamental change occurs and a holder elects to convert the Notes, the Company will, under certain circumstances, increase the applicable conversion rate for the Notes surrendered for conversion by a number of additional shares of common stock based on the date on which the fundamental change occurs or becomes effective and the price paid per share of the Company’s common stock in the fundamental change as specified in the Indenture. The Notes are unsecured and unsubordinated obligations of the Company and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes, and equal in right of payment to any of the Company’s existing and future unsecured indebtedness that is not subordinated. The Notes are effectively junior in right of payment to any of the Company’s secured indebtedness (to the extent of the value of assets securing such indebtedness) and structurally junior to all existing and future indebtedness and other liabilities, including trade payables, of the Company’s subsidiaries. The Indenture does not limit the amount of debt that the Company or its subsidiaries may incur. The Notes may be settled in a combination of cash or shares of common stock given the flexible settlement option. As a result, the Notes contain liability and equity components, which were bifurcated and accounted for separately. The liability component of the Notes, as of the issuance date, was calculated by estimating the fair value of a similar liability issued at a 6.5% effective interest rate, which was determined by considering the rate of return investors would require in the Company’s debt structure. The amount of the equity component was calculated by deducting the fair value of the liability component from the principal amount of the Notes, resulting in the initial recognition of $22.3 million as the debt discount recorded in additional paid-in capital for the Notes. The carrying amount of the Notes is being accreted to the principal amount over the remaining term to maturity, and the Company is recording corresponding interest expense. The Company incurred debt issuance costs of $6.4 million related to the Notes and allocated $5.7 million to the liability component of the Notes. These costs are being amortized to interest expense over the six -year term of the Notes or the date of conversion, if any. The following table sets forth total interest expense related to the Notes (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Contractual interest expense (Cash) $ 2,139 $ 2,139 $ 4,277 $ 4,277 Amortization of debt issuance costs (Non-cash) 245 228 486 452 Accretion of debt discount (Non-cash) 958 890 1,898 1,764 Total interest expense $ 3,342 $ 3,257 $ 6,661 $ 6,493 Effective interest rate of the liability component 7.32 % 7.32 % 7.32 % 7.32 % The fair value of the principal amount of the Notes as of June 30, 2015 was $199.9 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 | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies There have been no material changes during the period covered by this Quarterly Report on Form 10-Q, outside of the ordinary course of the Company’s business, to the contractual obligations and commitments specified in “Note 8: Commitments and Contingencies” in Part II Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 . Litigation: From time to time, the Company is subject to various legal proceedings or claims that arise in the ordinary course of business. 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. Following is a brief description of the more significant legal proceedings. Although the Company believes that resolving such claims, individually or in aggregate, will not have a material adverse impact on its financial statements, these matters are subject to inherent uncertainties. On March 5, 2015, Remigius Shatas filed a shareholder derivative action against Andrew Snyder, a director of the Company, certain companies affiliated with Mr. Snyder, as well as nominal defendant Blucora, in the Superior Court of the State of Washington in and for King County. Although the Company is a nominal defendant, the plaintiff purports to bring the action on behalf of the Company and thus does not seek monetary damages from the Company. Instead, the plaintiff alleges improper use of inside information in certain sales of the Company's common stock and seeks to recover from Andrew Snyder and those companies affiliated with Mr. Snyder profits resulting from those allegedly improper sales. On May 15, 2015, the court granted the Company's motion to dismiss the Complaint based on the plaintiffs’ failure to file this matter in the proper court. Subsequently, the plaintiff moved for reconsideration of the Superior Court's decision to grant the motion to dismiss, and on June 5, 2015, that motion for reconsideration was denied. On June 30, 2015, the plaintiff filed a Notice of Appeal with the Superior Court, indicating plaintiff's intention to appeal to the Washington Court of Appeals, Division I. The Company has entered into indemnification agreements in the ordinary course of business with its officers and directors and may be obligated to advance payment of legal fees and costs incurred by the defendants pursuant to the Company’s obligations under these indemnification agreements and applicable Delaware law. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Stock-based compensation: The Company included the following amounts for stock-based compensation expense, which related to stock options, restricted stock units (“ RSUs ”), and the Company’s employee stock purchase plan (“ ESPP ”), in the consolidated statements of comprehensive income (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Cost of revenues $ 58 $ 113 $ 107 $ 272 Engineering and technology 514 315 806 744 Sales and marketing 518 722 948 1,641 General and administrative 2,258 1,808 4,186 3,709 Total $ 3,348 $ 2,958 $ 6,047 $ 6,366 Excluded and capitalized as part of internal-use software $ 45 $ 23 $ 61 $ 54 In May 2012, the Company granted 190,000 stock options to certain employees who perform acquisition-related services. The vesting of such options were predicated on completing "qualified acquisitions" under the terms of the options. The completion of the HSW acquisition on May 30, 2014 constituted a qualified acquisition under such terms, resulting in a charge of $0.3 million to stock-based compensation expense (reflected in "General and administrative" expense) in the three and six months ended June 30, 2014 . Total net shares issued for stock options exercised, RSUs vested, and shares purchased pursuant to the ESPP were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Stock options exercised 49 132 220 140 RSUs vested 111 129 169 205 Shares purchased pursuant to ESPP — — 52 36 Total 160 261 441 381 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 six months ended June 30, 2015 , the Company purchased 0.4 million shares in open-market transactions at a total cost of approximately $5.5 million and an average price of $14.55 per share, exclusive of purchase and administrative costs. During the six months ended June 30, 2014 , the Company purchased 1.4 million shares in open-market transactions at a total cost of approximately $25.7 million and an average price of $18.05 per share, exclusive of purchase and administrative costs. As of June 30, 2015 , the Company may repurchase an additional $30.9 million , which takes into consideration share repurchases during 2013 and 2014 of $48.6 million , of its common stock under the repurchase program. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company has three reportable segments. The Search and Content segment is the InfoSpace business, the Tax Preparation segment is the TaxACT business, and the E-Commerce segment is the Monoprice business. The Company’s chief executive officer is its chief operating decision maker and reviews financial information presented on a disaggregated basis. This information is used for purposes of allocating resources and evaluating financial performance. The Company does not allocate certain general and administrative costs (including personnel and overhead costs), stock-based compensation, depreciation, and amortization of intangible assets to the reportable segments. Such amounts are reflected in the table under the heading “Corporate-level activity.” In addition, the Company does not allocate other loss, net and income taxes to the reportable segments. The Company does not account for, and does not report to management, its assets or capital expenditures by segment other than goodwill and intangible assets used for impairment analysis purposes. Information on reportable segments currently presented to the Company’s chief operating decision maker and a reconciliation to consolidated net income are presented below (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Revenues: Search and Content $ 52,130 $ 79,818 $ 110,876 $ 186,583 Tax Preparation 30,900 26,452 111,968 98,731 E-Commerce 35,946 35,299 70,958 72,438 Total revenues 118,976 141,569 293,802 357,752 Operating income: Search and Content 6,814 14,032 15,212 33,262 Tax Preparation 19,890 17,211 64,035 54,613 E-Commerce 2,624 2,378 5,186 5,856 Corporate-level activity (17,152 ) (15,847 ) (33,550 ) (31,341 ) Total operating income 12,176 17,774 50,883 62,390 Other loss, net (4,577 ) (3,724 ) (8,303 ) (7,793 ) Income tax expense (3,348 ) (5,313 ) (15,229 ) (19,873 ) Net income $ 4,251 $ 8,737 $ 27,351 $ 34,724 |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share “ Basic net income per share ” is computed using the weighted average number of common shares outstanding during the period. “ Diluted net income 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, and conversion or maturity of the Notes. Dilutive potential common shares are excluded from the computation of earnings per share if their effect is antidilutive. Weighted average shares were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Weighted average common shares outstanding, basic 40,918 41,570 40,953 41,866 Dilutive potential common shares 1,018 1,514 965 1,937 Weighted average common shares outstanding, diluted 41,936 43,084 41,918 43,803 Shares excluded 2,914 906 2,825 823 Shares excluded primarily related to stock options with an exercise price greater than the average price during the applicable periods and awards with performance conditions not completed during the applicable periods. As more fully discussed in “Note 6: Debt,” in March 2013, the Company issued the Notes, which are convertible and mature in April 2019 . In May 2013, the Company received shareholder approval for “flexible settlement,” which provided the Company with the option to settle conversions in cash, shares of common stock, or any combination thereof. The Company intends, upon conversion or maturity of the Notes, to settle the principal in cash and satisfy any conversion premium by issuing shares of its common stock. As a result, the Company only includes the impact of the premium feature in its dilutive potential common shares when the average stock price during the quarter exceeds the conversion price of the Notes, which did not occur during the three months ended June 30, 2015 and 2014 . |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On July 2, 2015 , TaxACT acquired all of the equity of SimpleTax Software Inc., a provider of online tax preparation services for individuals in Canada, for C$2.2 million (with C$ indicating Canadian dollars and amounting to approximately $1.8 million ) in cash. The Company also agreed to pay up to C$4.6 million (approximately $3.7 million based upon the acquisition date exchange rate) in aggregate contingent consideration over a three -year period based upon the achievement of revenue-related objectives. The acquisition of SimpleTax is strategic to TaxACT. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Segments | Segments: The Company has three reportable segments: Search and Content, Tax Preparation, and E-Commerce. The Search and Content segment is the InfoSpace business, 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 provided through the InfoSpace business, the term “ Tax Preparation ” to represent services and software sold through the TaxACT business, and the term “ E-Commerce ” to represent products sold through the Monoprice business (see “Note 9: Segment Information”). |
Principles of consolidation | Principles of consolidation : The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated. |
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, 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, revenue recognition, the estimated allowance for sales returns and doubtful accounts, the estimated allowance for obsolete, slow moving, and nonsalable inventory, internally developed software, accrued contingencies, stock option valuation, and valuation allowance for deferred tax assets. Actual amounts may differ from estimates. |
Seasonality | Seasonality: Blucora’s Tax Preparation segment is highly seasonal, with the significant majority of its annual revenue earned in the first four months of the Company’s fiscal year. During the third and fourth quarters, the Tax Preparation segment typically reports losses because revenue from the segment is minimal while core operating expenses continue at relatively consistent levels. Revenue from the E-Commerce segment also is seasonal, with revenues historically being the lowest in the second quarter, a period that does not include consumer back-to-school or holiday-related spending. |
Interim financial information | Interim financial information : The accompanying consolidated financial statements have been prepared by the Company under the rules and regulations of the Securities and Exchange Commission (the “ SEC ”) for interim financial reporting. These consolidated financial statements are unaudited and, in management’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the consolidated financial position, results of operations, and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Part II Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 . Interim results are not necessarily indicative of results for a full year. |
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 income (loss) ” on the consolidated balance sheets. Amounts reclassified out of comprehensive income into net income are determined on the basis of specific identification. The Company reviews 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 income (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. |
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. |
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. 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. |
Fair value of financial instruments | Fair value of financial instruments : The Company measures its cash equivalents and available-for-sale investments 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. |
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, 2017. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company currently is evaluating the impact of this guidance on its consolidated financial statements. In April 2015, the FASB issued two separate ASUs, both of which are effective for annual reporting periods beginning after December 15, 2015, including interim reporting periods within that reporting period. Earlier adoption is permitted for both ASUs. One of these ASUs provides guidance about whether a cloud computing arrangement includes a software license, in which case the software license element should be accounted for consistent with the acquisition of other software licenses; otherwise, the arrangement should be accounted for as a service contract. This guidance may be applied either prospectively or retrospectively. The other ASU provides guidance related to the balance sheet presentation of debt issuance costs, in which those debt issuance costs should be presented as a direct deduction from the carrying amount of the recognized debt, consistent with debt discounts. This guidance must be applied retrospectively. The adoption of these ASUs are not expected to have a material impact on the Company's consolidated financial statements. |
Goodwill and Other Intangible18
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Activity | The following table presents goodwill by reportable segment as of June 30, 2015 and December 31, 2014 , the balances of which did not change from period to period (in thousands): Search and Content Tax Preparation E-Commerce Total Goodwill, net $ 59,912 $ 188,541 $ 56,205 $ 304,658 |
Intangible Assets Other than Goodwill | Intangible assets other than goodwill consisted of the following (in thousands): June 30, 2015 December 31, 2014 Gross carrying amount Accumulated amortization Net Gross carrying amount Accumulated amortization Net Definite-lived intangible assets: Customer relationships $ 132,500 $ (61,242 ) $ 71,258 $ 132,500 $ (50,075 ) $ 82,425 Technology 44,805 (39,533 ) 5,272 44,805 (35,649 ) 9,156 Content 18,200 (1,971 ) 16,229 18,200 (1,061 ) 17,139 Other 6,667 (6,667 ) — 6,667 (6,667 ) — Total definite-lived intangible assets 202,172 (109,413 ) 92,759 202,172 (93,452 ) 108,720 Indefinite-lived intangible assets: Trade names 60,199 — 60,199 60,199 — 60,199 Internet domain names 696 — 696 — — — Total indefinite-lived intangible assets 60,895 — 60,895 60,199 — 60,199 Total $ 263,067 $ (109,413 ) $ 153,654 $ 262,371 $ (93,452 ) $ 168,919 |
Summary of Amortization Expense | Amortization expense was as follows (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Statement of comprehensive income line item: Services cost of revenue $ 1,863 $ 1,881 $ 3,725 $ 3,766 Amortization of intangible assets 6,118 5,761 12,236 11,345 Total $ 7,981 $ 7,642 $ 15,961 $ 15,111 |
Information about Expected Amortization of Definite-Lived Intangible Assets | Expected amortization of definite-lived intangible assets held as of June 30, 2015 is presented in the table below (in thousands): 2015 2016 2017 2018 2019 Thereafter Total Services cost of revenue $ 3,725 $ 621 $ — $ — $ — $ — $ 4,346 Amortization of intangible assets 9,644 17,206 17,155 16,970 16,838 10,600 88,413 Total $ 13,369 $ 17,827 $ 17,155 $ 16,970 $ 16,838 $ 10,600 $ 92,759 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value and Measured on Recurring Basis | The fair value hierarchy of the Company’s financial assets carried at fair value and measured on a recurring basis was as follows (in thousands): Fair value measurements at the reporting date using June 30, 2015 Quoted prices in active markets using identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Cash equivalents: Money market and other funds $ 4,762 $ — $ 4,762 $ — Commercial paper 5,899 — 5,899 — Time deposits 748 — 748 — Taxable municipal bonds 745 — 745 — Total cash equivalents 12,154 — 12,154 — Available-for-sale investments: Debt securities: U.S. government securities 102,573 — 102,573 — International government securities 5,205 — 5,205 — Commercial paper 22,984 — 22,984 — Time deposits 23,211 — 23,211 — Taxable municipal bonds 81,493 — 81,493 — Total debt securities 235,466 — 235,466 — Equity securities 1,923 1,923 — — Total available-for-sale investments 237,389 1,923 235,466 — Total assets at fair value $ 249,543 $ 1,923 $ 247,620 $ — Fair value measurements at the reporting date using December 31, 2014 Quoted prices in active markets using identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (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 $ — |
Investments Classified as Available-for-Sale | The cost and fair value of available-for-sale investments were as follows (in thousands): Amortized cost Gross unrealized gains Gross unrealized losses Fair value Balance at June 30, 2015 Debt securities $ 235,455 $ 34 $ (23 ) $ 235,466 Equity securities 1,923 — — 1,923 Total $ 237,378 $ 34 $ (23 ) $ 237,389 Balance at 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 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Debt | The Company’s debt consisted of the following (in thousands): June 30, 2015 December 31, 2014 Principal amount Unamortized discount Net carrying value Principal amount Unamortized discount Net carrying value Monoprice 2013 credit facility $ 30,000 $ — $ 30,000 $ 42,000 $ (191 ) $ 41,809 TaxACT 2013 credit facility — — — 51,940 — 51,940 Convertible Senior Notes 201,250 (14,175 ) 187,075 201,250 (16,073 ) 185,177 Total debt $ 231,250 $ (14,175 ) $ 217,075 $ 295,190 $ (16,264 ) $ 278,926 |
Schedule of Total Interest Expense on Convertible Senior Notes | The following table sets forth total interest expense related to the Notes (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Contractual interest expense (Cash) $ 2,139 $ 2,139 $ 4,277 $ 4,277 Amortization of debt issuance costs (Non-cash) 245 228 486 452 Accretion of debt discount (Non-cash) 958 890 1,898 1,764 Total interest expense $ 3,342 $ 3,257 $ 6,661 $ 6,493 Effective interest rate of the liability component 7.32 % 7.32 % 7.32 % 7.32 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Stock-Based Compensation Expense | The Company included the following amounts for stock-based compensation expense, which related to stock options, restricted stock units (“ RSUs ”), and the Company’s employee stock purchase plan (“ ESPP ”), in the consolidated statements of comprehensive income (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Cost of revenues $ 58 $ 113 $ 107 $ 272 Engineering and technology 514 315 806 744 Sales and marketing 518 722 948 1,641 General and administrative 2,258 1,808 4,186 3,709 Total $ 3,348 $ 2,958 $ 6,047 $ 6,366 Excluded and capitalized as part of internal-use software $ 45 $ 23 $ 61 $ 54 |
Shares Issued under Share Based Compensation | Total net shares issued for stock options exercised, RSUs vested, and shares purchased pursuant to the ESPP were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Stock options exercised 49 132 220 140 RSUs vested 111 129 169 205 Shares purchased pursuant to ESPP — — 52 36 Total 160 261 441 381 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Information on Reportable Segments for Reconciliation to Consolidated Net Income | Information on reportable segments currently presented to the Company’s chief operating decision maker and a reconciliation to consolidated net income are presented below (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Revenues: Search and Content $ 52,130 $ 79,818 $ 110,876 $ 186,583 Tax Preparation 30,900 26,452 111,968 98,731 E-Commerce 35,946 35,299 70,958 72,438 Total revenues 118,976 141,569 293,802 357,752 Operating income: Search and Content 6,814 14,032 15,212 33,262 Tax Preparation 19,890 17,211 64,035 54,613 E-Commerce 2,624 2,378 5,186 5,856 Corporate-level activity (17,152 ) (15,847 ) (33,550 ) (31,341 ) Total operating income 12,176 17,774 50,883 62,390 Other loss, net (4,577 ) (3,724 ) (8,303 ) (7,793 ) Income tax expense (3,348 ) (5,313 ) (15,229 ) (19,873 ) Net income $ 4,251 $ 8,737 $ 27,351 $ 34,724 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Summary of Dilutive Effect for Awards with Exercise Price Less Than Average Stock Price | Weighted average shares were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Weighted average common shares outstanding, basic 40,918 41,570 40,953 41,866 Dilutive potential common shares 1,018 1,514 965 1,937 Weighted average common shares outstanding, diluted 41,936 43,084 41,918 43,803 Shares excluded 2,914 906 2,825 823 |
The Company and Basis of Pres24
The Company and Basis of Presentation - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2015Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 3 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Additional Information (Detail) - Vendor | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Summary Of Significant Accounting Policy [Line Items] | ||
Number of vendors | 2 | 2 |
Supplier concentration risk | Inventory | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Unrelated vendors, percentage | 18.00% | 18.00% |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands | May. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Goodwill acquired | $ 304,658 | $ 304,658 | |
HSW | |||
Business Acquisition [Line Items] | |||
Date of acquisition | May 30, 2014 | ||
Cash paid for acquisition | $ 44,900 | ||
Business acquisition identifiable net assets acquired | 4,500 | ||
Business acquisition Identifiable net asset acquired consisting intangible assets and deferred tax | 25,400 | ||
Goodwill acquired | 15,100 | ||
HSW | Media Content | |||
Business Acquisition [Line Items] | |||
Business acquisition Identifiable net asset acquired consisting intangible assets and deferred tax | 18,200 | ||
Estimates lives of acquired intangible assets | 10 years | ||
HSW | Proprietary Technology | |||
Business Acquisition [Line Items] | |||
Business acquisition Identifiable net asset acquired consisting intangible assets and deferred tax | 1,300 | ||
Estimates lives of acquired intangible assets | 4 years | ||
HSW | Trade Names | |||
Business Acquisition [Line Items] | |||
Business acquisition Identifiable net asset acquired consisting intangible assets and deferred tax | $ 5,900 |
Goodwill and Other Intangible27
Goodwill and Other Intangible Assets - Summary of Goodwill Activity (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Goodwill [Line Items] | ||
Goodwill, net | $ 304,658 | $ 304,658 |
Search and Content | ||
Goodwill [Line Items] | ||
Goodwill, net | 59,912 | 59,912 |
Tax Preparation | ||
Goodwill [Line Items] | ||
Goodwill, net | 188,541 | 188,541 |
E-Commerce | ||
Goodwill [Line Items] | ||
Goodwill, net | $ 56,205 | $ 56,205 |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets - Intangible Assets Other than Goodwill (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Gross carrying amount | $ 202,172 | $ 202,172 |
Definite-lived intangible assets, Accumulated amortization | (109,413) | (93,452) |
Definite-lived intangible assets, net | 92,759 | 108,720 |
Indefinite-lived intangible assets, Gross carrying amount | 60,895 | 60,199 |
Indefinite-lived intangible assets, Accumulated amortization | 0 | 0 |
Indefinite-lived intangible assets, net | 60,895 | 60,199 |
Gross carrying amount, Total | 263,067 | 262,371 |
Accumulated amortization, Total | (109,413) | (93,452) |
Other intangible assets, net, Total | 153,654 | 168,919 |
Trade names | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, Gross carrying amount | 60,199 | 60,199 |
Indefinite-lived intangible assets, Accumulated amortization | 0 | 0 |
Indefinite-lived intangible assets, net | 60,199 | 60,199 |
Internet domain names | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, Gross carrying amount | 696 | 0 |
Indefinite-lived intangible assets, Accumulated amortization | 0 | 0 |
Indefinite-lived intangible assets, net | 696 | 0 |
Customer relationships | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Gross carrying amount | 132,500 | 132,500 |
Definite-lived intangible assets, Accumulated amortization | (61,242) | (50,075) |
Definite-lived intangible assets, net | 71,258 | 82,425 |
Technology | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Gross carrying amount | 44,805 | 44,805 |
Definite-lived intangible assets, Accumulated amortization | (39,533) | (35,649) |
Definite-lived intangible assets, net | 5,272 | 9,156 |
Content | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Gross carrying amount | 18,200 | 18,200 |
Definite-lived intangible assets, Accumulated amortization | (1,971) | (1,061) |
Definite-lived intangible assets, net | 16,229 | 17,139 |
Other | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Gross carrying amount | 6,667 | 6,667 |
Definite-lived intangible assets, Accumulated amortization | (6,667) | (6,667) |
Definite-lived intangible assets, net | $ 0 | $ 0 |
Goodwill and Other Intangible29
Goodwill and Other Intangible Assets - Summary of Amortized Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 7,981 | $ 7,642 | $ 15,961 | $ 15,111 |
Services cost of revenues | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | 1,863 | 1,881 | 3,725 | 3,766 |
Amortization of intangible assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 6,118 | $ 5,761 | $ 12,236 | $ 11,345 |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets - Information about Expected Amortization of Definite-Lived Intangible Assets (Detail) $ in Thousands | Jun. 30, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,015 | $ 13,369 |
2,016 | 17,827 |
2,017 | 17,155 |
2,018 | 16,970 |
2,019 | 16,838 |
Thereafter | 10,600 |
Total | 92,759 |
Services cost of revenues | |
Finite-Lived Intangible Assets [Line Items] | |
2,015 | 3,725 |
2,016 | 621 |
2,017 | 0 |
2,018 | 0 |
2,019 | 0 |
Thereafter | 0 |
Total | 4,346 |
Amortization of intangible assets | |
Finite-Lived Intangible Assets [Line Items] | |
2,015 | 9,644 |
2,016 | 17,206 |
2,017 | 17,155 |
2,018 | 16,970 |
2,019 | 16,838 |
Thereafter | 10,600 |
Total | $ 88,413 |
Goodwill and Other Intangible31
Goodwill and Other Intangible Assets - Additional Information (Detail) - Weighted average | 6 Months Ended |
Jun. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 62 months |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 55 months |
Technology intangible assets | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 12 months |
Media Content | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 107 months |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value and Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Available-for-sale securities: | ||
Debt securities | $ 235,466 | $ 251,620 |
Equity securities | 1,923 | 3,234 |
Total available-for-sale investments | 237,389 | 254,854 |
Fair value measurements, Recurring | ||
Cash equivalents: | ||
Total cash equivalents | 12,154 | 14,486 |
Available-for-sale securities: | ||
Debt securities | 235,466 | 251,620 |
Equity securities | 1,923 | 3,234 |
Total available-for-sale investments | 237,389 | 254,854 |
Total assets at fair value | 249,543 | 269,340 |
Fair value measurements, Recurring | U.S. government securities | ||
Available-for-sale securities: | ||
Debt securities | 102,573 | 100,818 |
Fair value measurements, Recurring | International government securities | ||
Available-for-sale securities: | ||
Debt securities | 5,205 | 6,560 |
Fair value measurements, Recurring | Commercial paper | ||
Available-for-sale securities: | ||
Debt securities | 22,984 | 24,589 |
Fair value measurements, Recurring | Time deposits | ||
Available-for-sale securities: | ||
Debt securities | 23,211 | 30,759 |
Fair value measurements, Recurring | Corporate bonds | ||
Available-for-sale securities: | ||
Debt securities | 1,528 | |
Fair value measurements, Recurring | Taxable municipal bonds | ||
Available-for-sale securities: | ||
Debt securities | 81,493 | 87,366 |
Fair value measurements, Recurring | Money market and other funds | ||
Cash equivalents: | ||
Total cash equivalents | 4,762 | 8,490 |
Fair value measurements, Recurring | Commercial paper | ||
Cash equivalents: | ||
Total cash equivalents | 5,899 | |
Fair value measurements, Recurring | Time deposits | ||
Cash equivalents: | ||
Total cash equivalents | 748 | 1,242 |
Fair value measurements, Recurring | Taxable municipal bonds | ||
Cash equivalents: | ||
Total cash equivalents | 745 | 4,754 |
Fair value measurements, Recurring | Quoted prices in active markets using identical assets (Level 1) | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Available-for-sale securities: | ||
Debt securities | 0 | 0 |
Equity securities | 1,923 | 3,234 |
Total available-for-sale investments | 1,923 | 3,234 |
Total assets at fair value | 1,923 | 3,234 |
Fair value measurements, Recurring | Quoted prices in active markets using identical assets (Level 1) | U.S. government securities | ||
Available-for-sale securities: | ||
Debt securities | 0 | 0 |
Fair value measurements, Recurring | Quoted prices in active markets using identical assets (Level 1) | International government securities | ||
Available-for-sale securities: | ||
Debt securities | 0 | 0 |
Fair value measurements, Recurring | Quoted prices in active markets using identical assets (Level 1) | Commercial paper | ||
Available-for-sale securities: | ||
Debt securities | 0 | 0 |
Fair value measurements, Recurring | Quoted prices in active markets using identical assets (Level 1) | Time deposits | ||
Available-for-sale securities: | ||
Debt securities | 0 | 0 |
Fair value measurements, Recurring | Quoted prices in active markets using identical assets (Level 1) | Corporate bonds | ||
Available-for-sale securities: | ||
Debt securities | 0 | |
Fair value measurements, Recurring | Quoted prices in active markets using identical assets (Level 1) | Taxable municipal bonds | ||
Available-for-sale securities: | ||
Debt securities | 0 | 0 |
Fair value measurements, Recurring | Quoted prices in active markets using identical assets (Level 1) | Money market and other funds | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Fair value measurements, Recurring | Quoted prices in active markets using identical assets (Level 1) | Commercial paper | ||
Cash equivalents: | ||
Total cash equivalents | 0 | |
Fair value measurements, Recurring | Quoted prices in active markets using identical assets (Level 1) | Time deposits | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Fair value measurements, Recurring | Quoted prices in active markets using identical assets (Level 1) | Taxable municipal bonds | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | ||
Cash equivalents: | ||
Total cash equivalents | 12,154 | 14,486 |
Available-for-sale securities: | ||
Debt securities | 235,466 | 251,620 |
Equity securities | 0 | 0 |
Total available-for-sale investments | 235,466 | 251,620 |
Total assets at fair value | 247,620 | 266,106 |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | U.S. government securities | ||
Available-for-sale securities: | ||
Debt securities | 102,573 | 100,818 |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | International government securities | ||
Available-for-sale securities: | ||
Debt securities | 5,205 | 6,560 |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | Commercial paper | ||
Available-for-sale securities: | ||
Debt securities | 22,984 | 24,589 |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | Time deposits | ||
Available-for-sale securities: | ||
Debt securities | 23,211 | 30,759 |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | Corporate bonds | ||
Available-for-sale securities: | ||
Debt securities | 1,528 | |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | Taxable municipal bonds | ||
Available-for-sale securities: | ||
Debt securities | 81,493 | 87,366 |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | Money market and other funds | ||
Cash equivalents: | ||
Total cash equivalents | 4,762 | 8,490 |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | Commercial paper | ||
Cash equivalents: | ||
Total cash equivalents | 5,899 | |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | Time deposits | ||
Cash equivalents: | ||
Total cash equivalents | 748 | 1,242 |
Fair value measurements, Recurring | Significant other observable inputs (Level 2) | Taxable municipal bonds | ||
Cash equivalents: | ||
Total cash equivalents | 745 | 4,754 |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Available-for-sale securities: | ||
Debt securities | 0 | 0 |
Equity securities | 0 | 0 |
Total available-for-sale investments | 0 | 0 |
Total assets at fair value | 0 | 0 |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | U.S. government securities | ||
Available-for-sale securities: | ||
Debt securities | 0 | 0 |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | International government securities | ||
Available-for-sale securities: | ||
Debt securities | 0 | 0 |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | Commercial paper | ||
Available-for-sale securities: | ||
Debt securities | 0 | 0 |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | Time deposits | ||
Available-for-sale securities: | ||
Debt securities | 0 | 0 |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | Corporate bonds | ||
Available-for-sale securities: | ||
Debt securities | 0 | |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | Taxable municipal bonds | ||
Available-for-sale securities: | ||
Debt securities | 0 | 0 |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | Money market and other funds | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | Commercial paper | ||
Cash equivalents: | ||
Total cash equivalents | 0 | |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | Time deposits | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Fair value measurements, Recurring | Significant unobservable inputs (Level 3) | Taxable municipal bonds | ||
Cash equivalents: | ||
Total cash equivalents | $ 0 | $ 0 |
Fair Value Measurements - Inves
Fair Value Measurements - Investments Classified as Available-for-Sale (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Available-for-sale Securities, Balance Sheet, Reported Amounts [Abstract] | ||||
Available-for-sale Debt Securities, Amortized Cost | $ 235,455 | $ 235,455 | $ 251,673 | |
Available-for-sale Equity Securities, Amortized Cost | 1,923 | 1,923 | 4,312 | |
Available-for-sale Investments, Amortized Cost | 237,378 | 237,378 | 255,985 | |
Available for sale Investments, Debt Securities, Gross Unrealized Gain | 34 | 34 | 16 | |
Available for sale Investments, Equity Securities, Gross Unrealized Gain | 0 | 0 | 0 | |
Available-for-sale Investments, Unrealized Gross Gain | 34 | 34 | 16 | |
Available for sale Investments, Debt Securities, Gross Unrealized Loss | (23) | (23) | (69) | |
Available for sale Investments, Equity Securities, Gross Unrealized Loss | 0 | 0 | (1,078) | |
Available-for-sale Investments, Gross Unrealized Loss, | (23) | (23) | (1,147) | |
Available-for-sale Securities, Debt Securities, Fair Value | 235,466 | 235,466 | 251,620 | |
Available-for-sale Securities, Equity Securities, Fair Value | 1,923 | 1,923 | 3,234 | |
Total available-for-sale investments | 237,389 | 237,389 | $ 254,854 | |
Other-than-temporary impairment loss on equity securities | $ 1,000 | $ 964 | $ 0 |
Debt - Schedule of Company's De
Debt - Schedule of Company's Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Principal amount | $ 231,250 | $ 295,190 |
Unamortized discount | (14,175) | (16,264) |
Net carrying value | 217,075 | 278,926 |
Monoprice Credit Facility | ||
Debt Instrument [Line Items] | ||
Principal amount | 30,000 | 42,000 |
Unamortized discount | 0 | (191) |
Net carrying value | 30,000 | 41,809 |
TaxACT 2013 credit facility | ||
Debt Instrument [Line Items] | ||
Principal amount | 0 | 51,940 |
Unamortized discount | 0 | 0 |
Net carrying value | 0 | 51,940 |
Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Principal amount | 201,250 | 201,250 |
Unamortized discount | (14,175) | (16,073) |
Net carrying value | $ 187,075 | $ 185,177 |
Debt - Monoprice 2013 Credit Fa
Debt - Monoprice 2013 Credit Facility - Additional Information (Detail) - Monoprice Inc - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Nov. 22, 2013 | |
Debt Instrument [Line Items] | |||
Agreement date | Nov. 22, 2013 | ||
Maturity date of credit facility | Nov. 22, 2018 | ||
Principal amount | $ 50,000,000 | ||
Repayment activities | $ 12,000,000 | $ 4,000,000 | |
Minimum credit facility aggregate principal amount due | 1,000,000 | ||
Periodic payment, principal multiple | $ 1,000,000 | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 1.75% | ||
Minimum | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 2.75% | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 2.25% | ||
Maximum | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 3.25% | ||
Revolver Under Credit Facility | |||
Debt Instrument [Line Items] | |||
Credit facility | 30,000,000 | ||
Letter of Credit | |||
Debt Instrument [Line Items] | |||
Credit facility | 5,000,000 | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Credit facility | 40,000,000 | ||
Swing Line Loans | |||
Debt Instrument [Line Items] | |||
Credit facility | $ 5,000,000 | ||
Minimum credit facility aggregate principal amount due | $ 100,000 | ||
Periodic payment, principal multiple | $ 100,000 |
Debt - TaxAct 2013 Credit Facil
Debt - TaxAct 2013 Credit Facility - Additional Information (Detail) - TaxACT 2013 credit facility - USD ($) | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Aug. 30, 2014 | Aug. 30, 2013 | |
Debt Instrument [Line Items] | ||||
Agreement date | Aug. 30, 2013 | |||
Maturity date of credit facility | Aug. 30, 2018 | |||
Principal amount | $ 71,400,000 | |||
Repayment activities | $ 51,900,000 | $ 52,000,000 | ||
Minimum credit facility aggregate principal amount due | 3,000,000 | |||
Periodic payment, principal multiple | $ 1,000,000 | |||
Minimum | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 0.75% | |||
Minimum | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 1.75% | |||
Maximum | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 1.50% | |||
Maximum | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 2.50% | |||
Swing Line Loans | ||||
Debt Instrument [Line Items] | ||||
Credit facility | 10,000,000 | |||
Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Credit facility | 5,000,000 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility | $ 100,000,000 | |||
Revolving Credit Facility | August 30, 2014 | ||||
Debt Instrument [Line Items] | ||||
Credit facility | $ 90,000,000 | |||
Revolving Credit Facility | August 30, 2015 | ||||
Debt Instrument [Line Items] | ||||
Credit facility | $ 80,000,000 | |||
Revolving Credit Facility | August 30, 2016 | ||||
Debt Instrument [Line Items] | ||||
Credit facility | $ 70,000,000 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes - Additional Information (Detail) | Mar. 15, 2013USD ($) | Jun. 30, 2015USD ($)d$ / shares |
Debt Instrument [Line Items] | ||
Convertible senior notes, maturity date | Apr. 1, 2019 | |
Scenario 1 | ||
Debt Instrument [Line Items] | ||
Convertible trading days | d | 20 | |
Convertible threshold consecutive trading days | 30 days | |
Threshold percentage of stock price trigger | 130.00% | |
Scenario 2 | ||
Debt Instrument [Line Items] | ||
Convertible threshold consecutive trading days | 5 days | |
Threshold percentage of stock price trigger | 98.00% | |
Debt instrument convertible threshold business period | 5 days | |
Senior Convertible Notes | ||
Debt Instrument [Line Items] | ||
Issuance date | Mar. 15, 2013 | |
Principal amount | $ 201,250,000 | |
Debt instrument additional issued principal amount | 26,250,000 | |
Convertible senior notes, maturity date | Apr. 1, 2019 | |
Interest rate | 4.25% | |
Frequency of periodic payment | semi-annually | |
Date of first required payment | Oct. 1, 2013 | |
Proceeds from debt, net of issuance costs | 194,800,000 | |
Earliest convertible date | Jul. 1, 2013 | |
Convertible notes amount in multiples | $ 1,000 | |
Latest convertible date | Mar. 28, 2019 | |
Conversion ratio | 0.0461723 | |
Conversion price | $ / shares | $ 21.66 | |
Redemption period start date | Apr. 6, 2016 | |
Redemption price, percentage of principal amount redeemed | 100.00% | |
Convertible effective interest rate | 6.50% | |
Carrying amount of equity component | 22,300,000 | |
Debt issuance costs | 6,400,000 | |
Debt issuance costs liability component | $ 5,700,000 | |
Remaining discount amortization period | 6 years |
Debt - Schedule of Total Intere
Debt - Schedule of Total Interest Expense on Convertible Senior Notes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs (Non-cash) | $ 643 | $ 565 | ||
Accretion of debt discount (Non-cash) | 2,089 | 1,822 | ||
Senior Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense (Cash) | $ 2,139 | $ 2,139 | 4,277 | 4,277 |
Amortization of debt issuance costs (Non-cash) | 245 | 228 | 486 | 452 |
Accretion of debt discount (Non-cash) | 958 | 890 | 1,898 | 1,764 |
Total interest expense | $ 3,342 | $ 3,257 | $ 6,661 | $ 6,493 |
Effective interest rate of the liability component | 7.32% | 7.32% | 7.32% | 7.32% |
Senior Convertible Notes | Fair Value, Inputs, Level 1 | ||||
Debt Instrument [Line Items] | ||||
Fair Value of principal amount of notes | $ 199,900 | $ 199,900 |
Debt - Phantom (Details)
Debt - Phantom (Details) | 6 Months Ended |
Jun. 30, 2015 | |
Senior Convertible Notes | |
Debt Instrument [Line Items] | |
Terms of conversion feature | Beginning July 1, 2013 and prior to the close of business on September 28, 2018, holders may convert all or a portion of the Notes at their option, in multiples of $1,000 principal amount, under the following circumstances:During any fiscal quarter commencing July 1, 2013, if the last reported sale price of the Company’s common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day. As of June 30, 2015, the Notes were not convertible. During the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price of the Company’s common stock and the conversion rate on each trading day.If the Company calls any or all of the Notes for redemption.Upon the occurrence of specified corporate events, including a merger or a sale of all or substantially all of the Company’s assets. |
Redemption description | Beginning April 6, 2016, the Company may, at its option, redeem for cash all or part of the Notes plus accrued and unpaid interest. As of June 30, 2015, the Company does not intend to redeem the Notes for cash. 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. |
TaxACT 2013 credit facility | |
Debt Instrument [Line Items] | |
Frequency of payment and payment terms | TaxACT has the right to permanently reduce, without premium or penalty, the entire credit facility at any time or portions of the credit facility in an aggregate principal amount not less than $3.0 million or any whole multiple of $1.0 million in excess thereof. |
Interest rate description | The interest rate on amounts borrowed under the credit facility is variable, based upon, at the election of 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. |
Monoprice Credit Facility | |
Debt Instrument [Line Items] | |
Frequency of payment and payment terms | Monoprice has the right to permanently reduce, without premium or penalty, the entire credit facility at any time or portions of the credit facility in an aggregate principal amount not less than $1.0 million or any whole multiple of $1.0 million in excess thereof (for swingline loans, the aggregate principal amount is not less than $0.1 million and any whole multiple of $0.1 million in excess thereof). |
Interest rate description | The interest rate on amounts borrowed under the credit facility is variable, based upon, at the election of Monoprice, either LIBOR plus a margin of between 2.75% and 3.25%, payable as of the end of each interest period, or a variable rate plus a margin of between 1.75% and 2.25%, payable quarterly in arrears. In each case, the applicable margin within the range depends upon Monoprice’s ratio of leverage to EBITDA over the previous four quarters. |
Stockholders' Equity - Stock-Ba
Stockholders' Equity - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 3,348 | $ 2,958 | $ 6,047 | $ 6,366 |
Excluded and capitalized as part of internal-use software | 45 | 23 | 61 | 54 |
Services cost of revenues | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 58 | 113 | 107 | 272 |
Engineering and technology | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 514 | 315 | 806 | 744 |
Sales and marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 518 | 722 | 948 | 1,641 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 2,258 | $ 1,808 | $ 4,186 | $ 3,709 |
Stockholders' Equity - Shares I
Stockholders' Equity - Shares Issued under Share Based Compensation (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options exercised | 49 | 132 | 220 | 140 |
Total | 160 | 261 | 441 | 381 |
RSUs vested | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSUs vested | 111 | 129 | 169 | 205 |
Shares purchased pursuant to ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares purchased pursuant to ESPP | 0 | 0 | 52 | 36 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 1 Months Ended | 6 Months Ended | 24 Months Ended | ||
May. 31, 2012 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | May. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Repurchase of available common stock, authorized amount | $ 85,000,000 | ||||
Shares repurchased under stock repurchase program | 400,000 | 1,400,000 | |||
Stock repurchased value exclusive of purchase and administrative costs | $ 5,500,000 | $ 25,700,000 | $ 48,600,000 | ||
Average price per share | $ 14.55 | $ 18.05 | |||
Stock repurchase program remaining authorized repurchase amount | $ 30,900,000 | ||||
Equity Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted | 190,000 | ||||
Awards Vested | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 300,000 |
Segment Information - Informati
Segment Information - Information on Reportable Segments for Reconciliation to Consolidated Net Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues | ||||
Total revenues | $ 118,976 | $ 141,569 | $ 293,802 | $ 357,752 |
Operating income: | ||||
Total operating income | 12,176 | 17,774 | 50,883 | 62,390 |
Other loss, net | (4,577) | (3,724) | (8,303) | (7,793) |
Income tax expense | (3,348) | (5,313) | (15,229) | (19,873) |
Net income | 4,251 | 8,737 | 27,351 | 34,724 |
Operating Segments | Search and Content | ||||
Revenues | ||||
Total revenues | 52,130 | 79,818 | 110,876 | 186,583 |
Operating income: | ||||
Total operating income | 6,814 | 14,032 | 15,212 | 33,262 |
Operating Segments | Tax Preparation | ||||
Revenues | ||||
Total revenues | 30,900 | 26,452 | 111,968 | 98,731 |
Operating income: | ||||
Total operating income | 19,890 | 17,211 | 64,035 | 54,613 |
Operating Segments | E-Commerce | ||||
Revenues | ||||
Total revenues | 35,946 | 35,299 | 70,958 | 72,438 |
Operating income: | ||||
Total operating income | 2,624 | 2,378 | 5,186 | 5,856 |
Operating Segments | Corporate-level activity | ||||
Operating income: | ||||
Total operating income | $ (17,152) | $ (15,847) | $ (33,550) | $ (31,341) |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of Dilutive Effect for Awards with Exercise Price Less than Average Stock Price (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Weighted average common shares outstanding, basic | 40,918 | 41,570 | 40,953 | 41,866 |
Dilutive potential common shares | 1,018 | 1,514 | 965 | 1,937 |
Weighted average common shares outstanding, diluted | 41,936 | 43,084 | 41,918 | 43,803 |
Shares excluded | 2,914 | 906 | 2,825 | 823 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Convertible senior notes, maturity date | Apr. 1, 2019 |
Subsequent Event (Details)
Subsequent Event (Details) - Jul. 02, 2015 - Subsequent Event - SimpleTax Software Inc. CAD in Millions | CAD | USD ($) | USD ($) |
Subsequent Event [Line Items] | |||
Contingent consideration | CAD 4.6 | $ 3,674,000 | |
Contingent consideration period | 3 years | 3 years | |
TaxACT [Member] | |||
Subsequent Event [Line Items] | |||
Cash paid for acquisition | CAD 2.2 | $ 1,800,000 |