Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 16, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | BCOR | ||
Entity Registrant Name | BLUCORA, INC. | ||
Entity Central Index Key | 1,068,875 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 41,207,155 | ||
Entity Public Float | $ 620.8 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 55,473 | $ 41,968 |
Cash segregated under federal or other regulations | 3,557 | 0 |
Available-for-sale investments | 11,301 | 251,620 |
Accounts receivable, net of allowance of $20 and $1 | 7,884 | 292 |
Commissions receivable | 16,328 | 0 |
Other receivables | 24,407 | 1,890 |
Prepaid expenses and other current assets, net | 10,062 | 6,466 |
Current assets of discontinued operations | 211,663 | 72,253 |
Total current assets | 340,675 | 374,489 |
Long-term assets: | ||
Property and equipment, net | 11,308 | 6,542 |
Goodwill, net | 548,959 | 188,541 |
Other intangible assets, net | 396,295 | 92,119 |
Long-term assets of discontinued operations | 0 | 202,707 |
Other long-term assets | 2,311 | 1,377 |
Total long-term assets | 958,873 | 491,286 |
Total assets | 1,299,548 | 865,775 |
Current liabilities: | ||
Accounts payable | 4,689 | 419 |
Commissions and advisory fees payable | 16,982 | 0 |
Accrued expenses and other current liabilities | 13,006 | 7,227 |
Deferred revenue | 11,521 | 6,320 |
Current portion of long-term debt, net | 31,631 | 0 |
Current liabilities of discontinued operations | 88,275 | 61,092 |
Total current liabilities | 166,104 | 75,058 |
Long-term liabilities: | ||
Long-term debt, net | 353,850 | 51,940 |
Convertible senior notes, net | 185,918 | 181,063 |
Deferred tax liability, net | 103,520 | 20,282 |
Deferred revenue | 1,902 | 1,915 |
Long-term liabilities of discontinued operations | 0 | 53,764 |
Other long-term liabilities | 10,932 | 2,728 |
Total long-term liabilities | 656,122 | 311,692 |
Total liabilities | 822,226 | 386,750 |
Redeemable non-controlling interests | $ 15,038 | $ 0 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Common stock, par value $.0001-authorized, 900,000 shares; issued and outstanding, 40,954 and 40,882 | $ 4 | $ 4 |
Additional paid-in capital | 1,490,405 | 1,467,658 |
Accumulated deficit | (1,027,598) | (987,524) |
Accumulated other comprehensive loss | (527) | (1,113) |
Total stockholders’ equity | 462,284 | 479,025 |
Total liabilities and stockholders’ equity | $ 1,299,548 | $ 865,775 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable, current | $ 20 | $ 1 |
Common stock, par or stated value per share (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 40,954,000 | 40,882,000 |
Common stock, shares outstanding | 40,954,000 | 40,882,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Services revenue | $ 117,708 | $ 103,719 | $ 91,213 |
Cost of revenue: | |||
Services cost of revenue | 6,167 | 5,880 | 6,544 |
Amortization of acquired technology | 7,546 | 7,450 | 7,450 |
Total cost of revenue | 13,713 | 13,330 | 13,994 |
Engineering and technology | 5,107 | 3,758 | 3,249 |
Sales and marketing | 45,854 | 42,671 | 40,172 |
General and administrative | 43,563 | 25,315 | 23,346 |
Depreciation | 1,521 | 1,300 | 1,238 |
Amortization of other acquired intangible assets | 12,757 | 12,742 | 12,692 |
Total operating expenses | 122,515 | 99,116 | 94,691 |
Operating income (loss) | (4,807) | 4,603 | (3,478) |
Other loss, net | (12,542) | (13,489) | (29,568) |
Loss from continuing operations before income taxes | (17,349) | (8,886) | (33,046) |
Income tax benefit | 4,623 | 3,342 | 7,385 |
Net loss from continuing operations | (12,726) | (5,544) | (25,661) |
Income (loss) from discontinued operations, net of income taxes | 27,348 | 30,003 | (50,060) |
Income (loss) from discontinued operations, net of income taxes | (27,348) | (30,003) | 50,060 |
Net income (loss) | $ (40,074) | $ (35,547) | $ 24,399 |
Net income (loss) per share - basic: | |||
Continuing operations (in USD per share) | $ (0.31) | $ (0.13) | $ (0.62) |
Discontinued operations (in USD per share) | (0.67) | (0.73) | 1.21 |
Basic net income (loss) per share (in USD per share) | (0.98) | (0.86) | 0.59 |
Net income (loss) per share - diluted: | |||
Continuing operations (in USD per share) | (0.31) | (0.13) | (0.62) |
Discontinued operations (in USD per share) | (0.67) | (0.73) | 1.21 |
Diluted net income (loss) per share (in USD per share) | $ (0.98) | $ (0.86) | $ 0.59 |
Weighted average shares outstanding: | |||
Basic (in shares) | 40,959 | 41,396 | 41,201 |
Diluted (in shares) | 40,959 | 41,396 | 41,201 |
Other comprehensive income (loss): | |||
Net income (loss) | $ (40,074) | $ (35,547) | $ 24,399 |
Unrealized gain (loss) on available-for-sale investments, net of tax | (236) | (1,119) | 11 |
Foreign currency translation adjustment | (517) | 0 | 0 |
Unrealized gain on derivative instrument, net of tax | 0 | 0 | 266 |
Reclassification adjustment for realized (gain) loss on available-for-sale investments, net of tax, included in net income as Other loss, net | 375 | 6 | (1) |
Reclassification adjustment for other-than-temporary impairment loss on available-for-sale investments, included in net income as discontinued operations | 964 | 0 | 0 |
Other comprehensive income (loss) | 586 | (1,113) | 276 |
Comprehensive income (loss) | $ (39,488) | $ (36,660) | $ 24,675 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Noncontrolling Interest [Member] | Common Stock [Member] | Additional-paid-in capital [Member] | Accumulated deficit [Member] | Accumulated other comprehensive income (loss) [Member] |
Beginning Balance at Dec. 31, 2012 | $ 415,450 | $ 4 | $ 1,392,098 | $ (976,376) | $ (276) | |
Beginning balance, shares at Dec. 31, 2012 | 40,832 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued for stock options and restricted stock units | 2,841 | 2,841 | ||||
Common stock issued for stock options and restricted stock units, Shares | 584 | |||||
Common stock issued for employee stock purchase plan | 1,065 | 1,065 | ||||
Common stock issued for employee stock purchase plan, Shares | 85 | |||||
Common stock issued upon Warrant exercise | 9,620 | 9,620 | ||||
Common stock issued upon Warrant exercise, Shares | 1,000 | |||||
Stock repurchases | (10,006) | (10,006) | ||||
Stock repurchases, Shares | (418) | |||||
Convertible senior notes, net of issuance costs of $714 and tax effect of $7,785 | 13,842 | 13,842 | ||||
Settlement of derivative instrument (Warrant) | 20,217 | 20,217 | ||||
Other comprehensive income (loss) | 276 | 276 | ||||
Stock-based compensation | 11,642 | 11,642 | ||||
Tax effect of equity compensation | 27,224 | 27,224 | ||||
Taxes paid on stock issued for equity awards | (2,500) | (2,500) | ||||
Net income (loss) | 24,399 | 24,399 | ||||
Ending balance, shares at Dec. 31, 2013 | 42,083 | |||||
Ending Balance at Dec. 31, 2013 | 514,070 | $ 4 | 1,466,043 | (951,977) | 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued for stock options and restricted stock units | 6,715 | 6,715 | ||||
Common stock issued for stock options and restricted stock units, Shares | 1,003 | |||||
Common stock issued for employee stock purchase plan | 1,376 | 1,376 | ||||
Common stock issued for employee stock purchase plan, Shares | 85 | |||||
Stock repurchases | (38,650) | (38,650) | ||||
Stock repurchases, Shares | (2,289) | |||||
Other comprehensive income (loss) | (1,113) | (1,113) | ||||
Stock-based compensation | 11,990 | 11,990 | ||||
Tax effect of equity compensation | 22,962 | 22,962 | ||||
Taxes paid on stock issued for equity awards | (2,778) | (2,778) | ||||
Net income (loss) | $ (35,547) | (35,547) | ||||
Ending balance, shares at Dec. 31, 2014 | 40,882 | 40,882 | ||||
Ending Balance at Dec. 31, 2014 | $ 479,025 | $ 4 | 1,467,658 | (987,524) | (1,113) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued for stock options and restricted stock units | 2,409 | 2,409 | ||||
Common stock issued for stock options and restricted stock units, Shares | 520 | |||||
Common stock issued for employee stock purchase plan | 1,193 | 1,193 | ||||
Common stock issued for employee stock purchase plan, Shares | 103 | |||||
Stock repurchases | (7,735) | (7,735) | ||||
Stock repurchases, Shares | (551) | |||||
Other comprehensive income (loss) | 586 | 586 | ||||
Stock-based compensation | 13,047 | 13,047 | ||||
Tax effect of equity compensation | 15,378 | 15,378 | ||||
Taxes paid on stock issued for equity awards | (1,545) | (1,545) | ||||
Net income (loss) | $ (40,074) | (40,074) | ||||
Purchase of redeemable non-controlling interests | $ 15,038 | |||||
Ending balance, shares at Dec. 31, 2015 | 40,954 | 40,954 | ||||
Ending Balance at Dec. 31, 2015 | $ 462,284 | $ 15,038 | $ 4 | $ 1,490,405 | $ (1,027,598) | $ (527) |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2013USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Convertible senior notes, issuance costs | $ 714 |
Tax effect on convertible senior notes | $ 7,785 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Activities: | |||
Net income (loss) | $ (40,074) | $ (35,547) | $ 24,399 |
Less: Discontinued operations, net of income taxes | (27,348) | (30,003) | 50,060 |
Net loss from continuing operations | (12,726) | (5,544) | (25,661) |
Adjustments to reconcile net loss from continuing operations to cash from operating activities: | |||
Stock-based compensation | 8,694 | 8,694 | 8,499 |
Depreciation and amortization of acquired intangible assets | 22,590 | 22,164 | 21,973 |
Excess tax benefits from stock-based award activity | (7,967) | (6,398) | (4,313) |
Deferred income taxes | (12,607) | (9,858) | (11,601) |
Amortization of premium on investments, net | 1,589 | 3,772 | 3,007 |
Amortization of debt issuance costs | 1,133 | 1,059 | 1,099 |
Accretion of debt discounts | 3,866 | 3,594 | 2,826 |
Loss on debt extinguishment and modification expense | 398 | 0 | 1,593 |
Loss on derivative instrument | 0 | 0 | 11,652 |
Impairment loss on equity investment in privately-held company | 0 | 0 | 3,711 |
Other | 203 | 77 | 622 |
Cash provided (used) by changes in operating assets and liabilities: | |||
Accounts receivable | (1,862) | 47 | (47) |
Other receivables | 651 | 367 | 1,671 |
Prepaid expenses and other current assets | (493) | (3,457) | 2,407 |
Other long-term assets | (15) | 191 | 247 |
Accounts payable | 369 | (258) | 16 |
Deferred revenue | 1,875 | 1,130 | 2,609 |
Accrued expenses and other current and long-term liabilities | 10,643 | 4,548 | 7,701 |
Net cash provided by operating activities from continuing operations | 16,341 | 20,128 | 28,011 |
Investing Activities: | |||
Business acquisitions, net of cash acquired | (573,366) | 0 | (4,892) |
Equity investment in privately-held company | 0 | 0 | (4,000) |
Purchases of property and equipment | (1,512) | (2,037) | (2,352) |
Change in restricted cash | 150 | 0 | 2,491 |
Proceeds from sales of investments | 156,506 | 28,535 | 25,812 |
Proceeds from maturities of investments | 296,455 | 255,994 | 213,616 |
Purchases of investments | (214,257) | (336,495) | (351,883) |
Net cash used by investing activities from continuing operations | (336,024) | (54,003) | (121,208) |
Financing Activities: | |||
Proceeds from issuance of convertible notes, net of debt issuance costs of $6,432 | 0 | 0 | 194,818 |
Proceeds from credit facility, net of debt issuance costs and debt discount of $9,730 and $12,000 in 2015 | 378,270 | 36,556 | 6,000 |
Repayment of credit facility | (51,940) | (56,000) | (10,000) |
Debt issuance costs on credit facility | 0 | 0 | (28) |
Stock repurchases | (7,735) | (38,650) | (10,006) |
Excess tax benefits from stock-based award activity | 7,967 | 6,398 | 4,313 |
Proceeds from stock option exercises | 2,409 | 6,730 | 2,826 |
Proceeds from issuance of stock through employee stock purchase plan | 1,193 | 1,376 | 1,065 |
Proceeds from issuance of stock upon warrant exercise | 0 | 0 | 9,620 |
Tax payments from shares withheld upon vesting of restricted stock units | (1,545) | (2,875) | (2,405) |
Net cash provided (used) by financing activities from continuing operations | 328,619 | (46,465) | 196,203 |
Net cash provided (used) by continuing operations | 8,936 | (80,340) | 103,006 |
Net cash provided by operating activities from discontinued operations | 14,108 | 41,406 | 56,741 |
Net cash used by investing activities from discontinued operations | (540) | (47,933) | (182,483) |
Net cash provided (used) by financing activities from discontinued operations | (8,982) | 8,886 | 74,401 |
Net cash provided (used) by discontinued operations | 4,586 | 2,359 | (51,341) |
Effect of exchange rate changes on cash and cash equivalents | (17) | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 13,505 | (77,981) | 51,665 |
Cash and cash equivalents, beginning of period | 41,968 | 119,949 | 68,284 |
Cash and cash equivalents, end of period | 55,473 | 41,968 | 119,949 |
Non-cash investing and financing activities from continuing operations: | |||
Purchases of property and equipment through leasehold incentives (investing) | 0 | 120 | 1,006 |
Cash paid for income taxes from continuing operations | 614 | 684 | 343 |
Cash paid for interest from continuing operations | $ 8,994 | $ 9,469 | $ 6,944 |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt issuance costs | $ 714 | ||
Debt discount | $ 24,207 | $ 16,073 | |
Line of credit [Member] | |||
Debt issuance costs | 9,730 | 0 | 0 |
Debt discount | 12,000 | 0 | 0 |
Convertible debt [Member] | |||
Debt issuance costs | $ 0 | $ 0 | $ 6,432 |
The Company and Basis of Presen
The Company and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Basis of Presentation | Description of the business: Blucora, Inc. (the “ Company ” or “ Blucora ”) operates two primary businesses: a Wealth Management business and an online Tax Preparation business. The Wealth Management business consists of the operations of HD Vest, Inc. (“ HD Vest ”), which the Company acquired on December 31, 2015 , and, accordingly, has no operating activities recorded in Blucora's 2015 results of operations. HD Vest will be included in Blucora's results of operations beginning on January 1, 2016. HD Vest provides wealth management solutions for financial advisors. The Tax Preparation business consists of the operations of TaxAct, Inc. (“ TaxAct ”) and provides digital tax preparation solutions for consumers, small business owners, and tax professionals through its website www.TaxAct.com. The Company also operates an internet Search and Content business and an E-Commerce business. The Search and Content business operates through the 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 through HowStuffWorks (“ HSW ”). 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 October 14, 2015, the Company announced its plans to focus on the technology-enabled financial solutions market, referred to as the “Strategic Transformation.” The Strategic Transformation consists of the acquisition of HD Vest, which closed on December 31, 2015 (see " Note 3: Business Combinations "), and the intention to divest the Search and Content and E-Commerce businesses in the first half of 2016 (see " Note 4: Discontinued Operations "). Accordingly, the financial condition, results of operations, cash flows, and the notes to financial statements reflect the Search and Content and E-Commerce businesses as discontinued operations for all periods presented. Except for disclosures related to equity and unless otherwise specified, disclosures in these consolidated financial statements reflect continuing operations. Segments: The Company has two reportable segments: the Wealth Management segment, which is the HD Vest business, and the Tax Preparation segment, which is the TaxAct business. The former Search and Content and E-Commerce segments are included in discontinued operations. The former Search and Content segment is the InfoSpace business, which includes HSW, and the former E-Commerce segment is the Monoprice business. Unless the context indicates otherwise, the Company uses the term “ Wealth Management ” to represent services sold through the HD Vest business, the term “ Tax Preparation ” to represent services and software sold through the TaxAct business, the term “ Search and Content ” to represent search and content services, and the term “ E-Commerce ” to represent products sold through the Monoprice business (see " Note 12: Segment Information "). Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated. Reclassification: The Company reclassified certain amounts related to discontinued operations and the implementation of new accounting guidance on debt issuance costs and deferred taxes. See " Note 4: Discontinued Operations " and the "Recent accounting pronouncements" section of " Note 2: Summary of Significant Accounting Policies ," respectively, for additional information. 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, valuation of the Warrant and interest rate swap derivatives, revenue recognition, the estimated allowance for sales returns and doubtful accounts, 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 a significant portion 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Cash equivalents: The Company considers all highly liquid debt instruments with an original maturity of ninety days or less at date of acquisition to be cash equivalents. Cash segregated under federal or other regulations: Cash segregated under federal and other regulations is held in a special bank account for the exclusive benefit of the Company’s wealth management customers. Short-term investments: The Company principally invests its available cash in fixed-rate debt securities. Fixed-rate debt securities generally include debt instruments issued by the U.S. federal government and its agencies, international governments, municipalities and publicly-held corporations, as well as commercial paper, insured time deposits with commercial banks, and money market funds invested in securities issued by agencies of the U.S., although specific holdings can vary from period to period depending upon the Company's cash requirements. Such investments are included in "Cash and cash equivalents" and "Available-for-sale investments" on the consolidated balance sheets and reported at fair value with unrealized gains and losses included in " Accumulated other comprehensive loss " on the consolidated balance sheets. The Company reviews its available-for-sale investments for impairment and classifies the impairment of any individual available-for-sale investment as either temporary or other-than-temporary. The differentiating factors between temporary and other-than-temporary impairments are primarily the length of the time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. An impairment classified as temporary is recognized in " Accumulated other comprehensive loss " on the consolidated balance sheets. An impairment classified as other-than-temporary is recognized in " Other loss, net " on the consolidated statements of comprehensive income. Accounts receivable: Accounts receivable are stated at amounts due from customers net of an allowance for doubtful accounts. Commissions receivable and payable: Commissions represent amounts generated by HD Vest's financial advisors for their clients' purchases and sales of securities and various investment products. The Company generates two types of commissions: transaction-based sales commissions that occur at the point of sale, as well as trailing commissions for which the Company provides ongoing account support to clients of its financial advisors. The Company records transaction-based sales commissions receivable on a trade-date basis, which is when the Company's performance obligations in generating the commissions have been substantially completed. Trailing commissions receivable is estimated based on a number of factors, including market levels and the amount of trailing commission revenues received in prior periods. A substantial portion of the commissions are ultimately paid to the financial advisors. The Company records an estimate for transaction-based commissions payable based upon the payout rate of the financial advisor generating the accrued commission revenue. The Company records an estimate for trailing commissions payable based upon historical payout ratios. Property and equipment: Property and equipment are stated at cost. Depreciation is computed under the straight-line method over the following estimated useful lives: Computer equipment and software 3 years Data center servers 3 years Internally-developed software 3 years Office equipment 7 years Office furniture 7 years Leasehold improvements Shorter of lease term or economic life The Company capitalizes certain internal-use software development costs, consisting primarily of contractor costs and employee salaries and benefits allocated on a project or product basis. The Company capitalized $0.3 million , $0.3 million , and nil of internal-use software costs in the years ended December 31, 2015 , 2014 , and 2013 , respectively. Business combinations and intangible assets including goodwill : The Company accounts for business combinations using the acquisition method. The acquisition-date fair value of total consideration includes cash and contingent consideration. Since the Company is contractually obligated to pay contingent consideration upon the achievement of specified objectives, a contingent consideration liability is recorded at the acquisition date. The Company reviews its assumptions related to the fair value of the contingent consideration liability each reporting period and, if there are material changes, revalues the contingent consideration liability based on the revised assumptions, until such contingency is satisfied through payment upon the achievement of the specified objectives. The change in the fair value of the contingent consideration liability is recognized in "General and administrative" expense on the consolidated statements of comprehensive income for the period in which the fair value changes. Goodwill is calculated as the excess of the acquisition-date fair value of total consideration over the acquisition-date 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 and include the former Search and Content and E-Commerce 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. Goodwill and intangible assets impairment: The Company evaluates goodwill and indefinite-lived intangible assets for impairment annually, as of November 30, or more frequently when events or circumstances indicate that impairment may have occurred. As part of the impairment evaluation, the Company may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit (for goodwill) or an indefinite-lived intangible asset is less than its carrying value, or if the Company elects to bypass the qualitative assessment, the Company then would proceed with the quantitative impairment test. The goodwill quantitative impairment test is a two-step process that first compares the carrying values of reporting units to their fair values. If the carrying value of a reporting unit exceeds the fair value, a second step is performed to compute the amount of impairment. This second step determines the current fair values of all assets and liabilities of the reporting unit and then compares the implied fair value of the reporting unit's goodwill to the carrying value of that goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess. The indefinite-lived intangible asset quantitative impairment test compares the carrying value of the intangible asset to its fair value. If the carrying value of the intangible asset exceeds the fair value, an impairment loss is recognized in an amount equal to the excess. Fair value typically is estimated using the present value of future discounted cash flows, an income approach. The significant estimates in the discounted cash flow model include the weighted-average cost of capital, long-term rates of revenue growth and/or profitability of our businesses, and working capital effects. The weighted-average cost of capital considers the relevant risk associated with business-specific characteristics and the uncertainty related to each business's ability to achieve the projected cash flows. To validate the reasonableness of the reporting unit fair values, the Company reconciles the aggregate fair values of its reporting units to the aggregate market value of its common stock on the date of valuation, while considering a reasonable acquisition premium. These estimates and the resulting valuations require significant judgment. Definite-lived intangible assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset or group of assets may not be recoverable. The determination of recoverability is based on an estimate of pre-tax undiscounted future cash flows, using the Company's best estimates of future net sales and operating expenses, expected to result from the use and eventual disposition of the asset or group of assets over the remaining economic life of the primary asset in the asset group. The Company measures the amount of the impairment as the excess of the asset's carrying value over its fair value. See " Note 4: Discontinued Operations " for discussion of impairment of goodwill and intangible assets in the fourth quarters of 2015 and 2014. Equity method investments: The Company currently holds equity securities and warrants to purchase equity securities, for business and strategic purposes, in companies whose securities are not publicly traded. The equity method is used to account for investments in these companies, if the investment provides the Company with the ability to exercise significant influence over operating and financial policies of the investees. The Company records its proportionate share of the net earnings or losses of equity method investees and a corresponding increase or decrease to the investment balances. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate, in management’s judgment, that the carrying value of such investments may have experienced a decline in value (see " Note 13: Other Loss, Net "). The Company’s equity investments were carried at a fair value of nil at December 31, 2015 and 2014 . Debt issuance costs and debt discounts : Debt issuance costs and debt discounts are deferred and amortized as interest expense under the effective interest method over the contractual term of the related debt, adjusted for prepayments in the case of the Company’s credit facilities (see " Note 4: Discontinued Operations " and " Note 8: Debt "). Debt issuance costs related to line-of-credit arrangements are recorded in "Prepaid expenses and other current assets, net." All other debt issuance costs and debt discounts are recorded as a direct deduction from the carrying amount of the recognized debt. Debt issuance costs related to the Company’s Convertible Senior Notes (the “ Notes ”) issued in 2013 were allocated to the liability and equity components of the instrument. The debt issuance costs allocated to the liability component are amortized to interest expense through the earlier of the maturity date of the Notes or the date of conversion, if any. The debt issuance costs allocated to the equity component of the Notes were recorded as an offset to "Additional paid-in capital" (See " Note 8: Debt "). Derivative instruments and hedging: The Company recognized derivative instruments as either assets or liabilities at their fair value. The Company recorded changes in the fair value of the derivative instruments as gains or losses either in " Other loss, net " on the consolidated statements of comprehensive income, for those not designated as a hedging instrument (the Warrant - see " Note 10: Stockholders' Equity "), or in " Accumulated other comprehensive loss " on the consolidated balance sheets, for those used in a hedging relationship (the interest rate swap - see " Note 8: Debt "). The Warrant and interest rate swap were settled in the last half of 2013. The change in the fair value of the Warrant resulted in a loss of $11.7 million for the year ended December 31, 2013 . The interest rate swap agreement was used for the purpose of minimizing exposure to changes in interest rates and was accounted for as a cash flow hedge. The hedge was perfectly effective through termination, and no ineffectiveness was recorded in the consolidated statements of comprehensive income. The Company had no other swap agreements outstanding at December 31, 2015 . Fair value of financial instruments : The Company measures its cash equivalents, available-for-sale investments, and derivative instruments at fair value. The Company considers the carrying values of accounts receivable, other receivables, 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. Cash equivalents and debt securities are classified within Level 2 of the fair value hierarchy because the Company values its cash equivalents and debt securities utilizing market observable inputs. The contingent consideration liability is related to the Company's acquisition of SimpleTax Software Inc. (“ SimpleTax ”) and is classified within Level 3 of the fair value hierarchy because the Company values the liability utilizing significant inputs not observable in the market. Specifically, the Company has determined the fair value of the contingent consideration liability based on a probability-weighted discounted cash flow analysis, which includes assumptions related to estimating revenues, the probability of payment, and the discount rate. The Company accounts for contingent consideration in accordance with applicable accounting guidance pertaining to business combinations, as disclosed in the accounting policy "Business combinations and intangible assets including goodwill." Redeemable non-controlling interests: Non-controlling interests that are redeemable at the option of the holder and not solely within the control of the issuer are classified outside of stockholders' equity. In connection with the acquisition of HD Vest, management of that business has retained an ownership interest. The Company is party to put and call arrangements with respect to these interests. These put and call arrangements allow HD Vest management to require the Company to purchase their interests or allow the Company to acquire such interests, respectively. The put arrangements do not meet the definition of a derivative instrument as the put agreements do not provide for net settlement. To the extent that the redemption value of these interests exceeds the value determined by adjusting the carrying value for the subsidiary's attribution of net income (loss), the value of such interests is adjusted to the redemption value with a corresponding adjustment to additional paid-in capital. Revenue recognition, general: The Company recognizes revenue when all four revenue recognition criteria have been met: persuasive evidence of an arrangement exists, the Company has delivered the product or performed the service, the fee is fixed or determinable, and collectibility is probable. Determining whether and when these criteria have been satisfied involves exercising judgment and using estimates and assumptions that can have an impact on the timing and amount of revenue that the Company recognizes. The Company evaluates whether revenue should be presented on a gross basis, which is the amount that a customer pays for the service or product, or on a net basis, which is the customer payment less amounts the Company pays to suppliers. In making that evaluation, the Company primarily considers indicators such as whether the Company is the primary obligor in the arrangement and assumes the risks and rewards as a principal in the customer transaction. The evaluation of these factors, which at times can be contradictory, are subject to significant judgment and subjectivity. Tax preparation revenue recognition : The Company derives service revenue from the sale of tax preparation online services, ancillary service offerings, packaged tax preparation software, and multiple element arrangements that may include a combination of these items. Ancillary service offerings include tax preparation support services, data archive services, e-filing services, bank or reloadable pre-paid debit card services, and other value-added services. This revenue is recorded in the Tax Preparation segment. The Company’s Tax Preparation segment revenue consists primarily of hosted tax preparation online services, tax preparation support services, data archive services, and e-filing services. The Company recognizes revenue from these services as the services are performed and the four revenue recognition criteria described above are met. The Company recognizes revenue from the sale of its packaged software when legal title transfers. This is generally when its customers download the software from the Internet or when the software ships. The bank or reloadable prepaid debit card services are offered to taxpayers as an option to receive their tax refunds in the form of a prepaid bank card or to have the fees for the software and/or services purchased by the customers deducted from their refunds. Other value-added service revenue consists of revenue from revenue sharing and royalty arrangements with third party partners. Revenue for these transactions is recognized when the four revenue recognition criteria described above are met; for some arrangements that is upon filing and for other arrangements that is upon the Company’s determination of when collectibility is probable. For software and/or services that consist of multiple elements, the Company must: (1) determine whether and when each element has been delivered; (2) determine the fair value of each element using the selling price hierarchy of vendor-specific objective evidence (“ VSOE ”) of fair value if available, third-party evidence (“ TPE ”) of fair value if VSOE is not available, and estimated selling price (“ ESP ”) if neither VSOE nor TPE is available; and (3) allocate the total price among the various elements based on the relative selling price method. Once the Company has allocated the total price among the various elements, it recognizes revenue when the revenue recognition criteria described above are met for each element. VSOE generally exists when the Company sells the deliverable separately. When VSOE cannot be established, the Company attempts to establish a selling price for each element based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. When the Company is unable to establish selling price using VSOE or TPE, it uses ESP in its allocation of arrangement consideration. ESP is the estimated price at which the Company would sell the software or service if it were sold on a stand-alone basis. The Company determines ESP for the software or service by considering multiple factors including, but not limited to, historical stand-alone sales, pricing practices, market conditions, competitive landscape, internal costs, and gross margin objectives. In some situations, the Company receives advance payments from its customers. The Company defers revenue associated with these advance payments and recognizes the consideration for each element when the Company ships the software or performs the services, as appropriate. Advance payments related to data archive services are deferred and recognized over the related contractual term. Cost of revenue: The Company records the cost of revenue for sales of services when the related revenue is recognized. "Services cost of revenue" consists of costs related to the Tax Preparation business, which include royalties, bank product services fees, and costs associated with the operation of its data centers. Data center costs include personnel expenses (salaries, stock-based compensation, benefits, and other employee-related costs), software support and maintenance, bandwidth and hosting costs, and depreciation. Cost of revenue also includes the amortization of acquired technology. Engineering and technology expenses: Engineering and technology expenses are associated with the research, development, support, and ongoing enhancements of the Company’s offerings, which include personnel expenses (salaries, stock-based compensation, benefits, and other employee-related costs), the cost of temporary help and contractors to augment staffing, software support and maintenance, and professional services fees. Research and development expenses were $4.8 million , $2.8 million , and $2.6 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. Sales and marketing expenses: Sales and marketing expenses consist principally of marketing expenses associated with the Company’s TaxAct business (which include television, radio, online, text, email, and sponsorship channels) and personnel expenses (salaries, stock-based compensation, benefits, and other employee-related costs) for personnel engaged in marketing and selling activities. Costs for advertising are recorded as expense when the advertisement appears. Advertising expense totaled $35.5 million , $33.4 million , and $32.9 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. Prepaid advertising costs were $3.9 million and $3.6 million at December 31, 2015 and 2014 , respectively. General and administrative expenses: General and administrative expenses consist primarily of personnel expenses (salaries, stock-based compensation, benefits, and other employee-related costs), the cost of temporary help and contractors to augment staffing, professional services fees (which include legal, audit, and tax fees), general business development and management expenses, occupancy and general office expenses, business taxes, and insurance expenses. Stock-based compensation: The Company measures stock-based compensation at the grant date based on the fair value of the award and recognizes it as expense, net of estimated forfeitures, over the vesting or service period, as applicable, of the stock award using the straight-line method. The Company recognizes stock-based compensation over the vesting period for each separately vesting portion of a share-based award as if they were individual share-based awards. The Company estimates forfeitures at the time of grant and revises those estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Employee benefit plan: The Company has a 401(k) savings plan covering its employees. Eligible employees may contribute through payroll deductions. The Company may match the employees’ 401(k) contributions at the discretion of the Company’s Board of Directors. Pursuant to a continuing resolution, the Company has matched a portion of the 401(k) contributions made by its employees. The amount contributed by the Company ranges from 1% to 4% of an employee's salary, depending upon the percentage contributed by the employee. For the years ended December 31, 2015 , 2014 , and 2013 , the Company contributed $0.6 million , $0.3 million , and $0.3 million , respectively, for employees. Leases: The Company leases office space, and these leases are classified as operating leases. Income taxes : The Company accounts for income taxes under the asset and liability method, under which deferred tax assets, including net operating loss carryforwards, and liabilities are determined based on temporary differences between the book and tax bases of assets and liabilities. The Company periodically evaluates the likelihood of the realization of deferred tax assets and reduces the carrying amount of the deferred tax assets by a valuation allowance to the extent the Company believes a portion will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including expectations of future taxable income, recent cumulative earnings experience by taxing jurisdiction, and other relevant factors. There is a wide range of possible judgments relating to the valuation of the Company's deferred tax assets. The Company records liabilities to address uncertain tax positions that have been taken in previously filed tax returns or that are expected to be taken in a future tax return. The determination for required liabilities is based upon an analysis of each individual tax position, taking into consideration whether it is more likely than not that the tax position, based on technical merits, will be sustained upon examination. The tax benefit to be recognized in the financial statements from such a position is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the taxing authority. The difference between the amount recognized and the total tax position is recorded as a liability. The ultimate resolution of these tax positions may be greater or less than the liabilities recorded. The Company recognizes interest and penalties related to uncertain tax positions in interest expense and general and administrative expense, respectively. Other comprehensive income : Comprehensive income includes net income plus items that are recorded directly to stockholders’ equity, including the net change in unrealized gains and losses on available-for-sale investments and certain derivative instruments as well as foreign currency translation adjustments. Included in the net change in unrealized gains and losses are realized gains or losses, including other-than-temporary impairment losses, included in the determination of net income in the period realized. Amounts reclassified out of other comprehensive income into net income were determined on the basis of specific identification. Foreign currency: The financial position and operating results of the Company's foreign operations are consolidated using the local currency as the functional currency. Assets and liabilities recorded in local currencies are translated at the exchange rate on the balance sheet date, while revenues and expenses are translated at the average exchange rate for the applicable period. Translation adjustments resulting from this process are recorded in " Accumulated other comprehensive loss " on the consolidated balance sheets. The gain or loss on foreign currency transactions, calculated as the difference between the historical exchange rate and the exchange rate at the applicable measurement date, are recorded in " Other loss, net " on the consolidated statements of comprehensive income. Concentration of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, short-term investments, and trade receivables. These instruments are generally unsecured and uninsured. The Company places a significant amount of its cash equivalents and investments with major financial institutions. Accounts receivable are typically unsecured and are derived from revenues earned from customers primarily located in the United States operating in a variety of geographic areas. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. The Company attempts to manage exposure to counterparty credit risk by only entering into agreements with major financial institutions which are expected to be able to fully perform under the terms of the agreement. Geographic revenue information: Almost all of the Company's revenue for 2015, 2014, and 2013 was generated from customers located in the United States. 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 those annual reporting periods. 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 those annual reporting periods. 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 adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements. • The other ASU provides guidance related to the balance sheet presentation of debt issuance costs, in which debt issuance costs should be presented as a direct deduction from the carrying amount of the recognized debt, unless the debt issuance costs relate to line-of-credit arrangements, in which case asset presentation of such debt issuance costs would still be permitted. This guidance must be applied retrospectively. The Company adopted this ASU as of December 31, 2015 on a retrospective basis and reclassified debt issuance costs related to arrangements (that were not line-of-credit arrangements) previously reported in "Other long-term assets" to "Long-term debt, net" in the consolidated balance sheet for the year ended December 31, 2014 (see " Note 8: Debt "). The reclassification had no effect on reported revenues, operating income, or cash flows for the periods presented. In November 2015, the FASB issued an ASU on the balance sheet classification of deferred taxes, which would require that deferred tax assets and liabilities be classified as non-current in the balance sheet. Current GAAP requires the presentation of deferred tax assets and liabilities as either current or non-current in the balance sheet. This ASU is effective for annual reporting periods beginning after December 15, 2016, including interim reporting periods within those annual reporting periods. Earlier adoption is permitted. The guidance may be applied either prospectively or retrospectively. The Company adopted this ASU as of December 31, 2015 on a retrospective basis and reclassified current deferred tax assets previously reported in "Prepaid expenses and other current assets, net" to the long-term "Deferred tax liability, net" in the consolidated balance sheet for the year ended December 31, 2014. The reclassification had no effect on reported revenues, operating income, or cash flows for the periods presented. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | HD Vest: On December 31, 2015 and pursuant to the Purchase Agreement dated October 14, 2015, the Company acquired HD Vest for $611.9 million , which is subject to a final working capital adjustment in the first quarter of 2016. HD Vest provides wealth management solutions for financial advisors and is expected to be synergistic with TaxAct as a result of cross-selling opportunities and an expanded addressable market for both HD Vest and TaxAct. In connection with the acquisition, certain members of HD Vest management rolled over a portion of the proceeds they would have otherwise received at the closing into shares of the acquisition subsidiary through which the Company consummated the purchase of HD Vest. A portion of those shares were sold to the Company in exchange for a promissory note. After giving effect to the rollover shares and related purchase of the rollover shares for the promissory note, the Company indirectly owns 95.52% of HDV Holdings, Inc., with the remaining 4.48% non-controlling interest held collectively by the rollover management members and subject to put and call arrangements exercisable beginning in 2019. The Company paid $610.5 million , which was funded by a combination of cash on hand and the new TaxAct - HD Vest 2015 credit facility, under which the Company borrowed $400.0 million (see " Note 8: Debt "). Valuations were as follows (in thousands): Fair value Tangible assets acquired, including cash acquired of $38,874 $ 77,181 Liabilities assumed (21,845 ) Identifiable net assets acquired $ 55,336 Fair value adjustments for intangible assets: Advisor relationships $ 240,300 Sponsor relationships 16,500 Curriculum 800 Proprietary technology 13,600 Trade name 52,500 Fair value of intangible assets acquired $ 323,700 Purchase price allocation: Cash paid $ 610,500 Plus: promissory note 6,400 Plus: non-controlling interest 15,038 Less: escrow receivable (20,000 ) Purchase price 611,938 Less: identifiable net assets acquired (55,336 ) Less: fair value of intangible assets acquired (323,700 ) Plus: deferred tax liability related to intangible assets 123,484 Excess of purchase price over net assets acquired, allocated to goodwill $ 356,386 The Company's estimates of the economic lives of the acquired intangible assets are 14 years for the advisor relationships, 18 years for the sponsor relationships, 4 years for the curriculum, 6 years for the proprietary technology, and the trade name is estimated to have an indefinite life. Goodwill consists largely of the increased cross-selling opportunities and expanded addressable markets for both HD Vest and TaxAct, neither of which apply for separate recognition, and is not expected to be deductible for income tax purposes. The primary areas of the acquisition accounting that are not yet finalized relate to final working capital calculation, income and non-income based taxes, certain contingent liability matters, indemnification assets, and residual goodwill. The promissory note is with the President of HD Vest and will be paid over a three -year period. The current portion was recorded in "Current portion of long-term debt, net," and the long-term portion was recorded in "Long-term debt, net." The note bears interest at a rate of 5% per year, with a principal amount that approximates its fair value. See " Note 8: Debt " for additional information on the "Note payable, related party." The Purchase Agreement dictates that the Company place into escrow $20.0 million of additional consideration that is contingent upon HD Vest's 2015 earnings performance. The contingent consideration was not achieved; therefore, the amount has been excluded from the purchase price and recorded as a receivable in "Other receivables" for the amount that will be returned to the Company from the escrow agent in the first half of 2016. The gross contractual amount of accounts receivable, including commissions receivable, acquired was $21.6 million , of which the Company has estimated that substantially all will be collectible. During 2015, the Company incurred transaction costs of $11.0 million , which were recognized in "General and administrative expense," and $21.8 million in debt discount and issuance-related costs on the new credit facility. Pro Forma Financial Information of the HD Vest Acquisition (unaudited): The financial information in the table below summarizes the combined results of operations of Blucora and HD Vest on a pro forma basis, for the period in which the acquisition occurred and the prior reporting period as though the companies had been combined as of the beginning of each period presented. Pro forma adjustments have been made to include (a) amortization expense on the definite-lived intangible assets identified in this acquisition, debt-related expenses associated with the credit facility that was used to finance the acquisition, and estimated stock-based compensation related to Blucora share-based award grants to HD Vest employees; and to remove (b) acquisition-related transaction costs and debt-related expenses associated with HD Vest's previous debt facility, the latter of which was paid off and closed at the acquisition date. Income taxes also have been adjusted for the effect of these items. The following pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition occurred at the beginning of each period presented (in thousands): Years ended December 31, 2015 2014 Revenue $ 437,447 $ 408,573 Loss from continuing operations $ (12,793 ) $ (16,727 ) SimpleTax: On July 2, 2015 , TaxAct acquired all of the equity of SimpleTax, a provider of online tax preparation services for individuals in Canada, for C$2.4 million (with C$ indicating Canadian dollars and amounting to approximately $1.9 million based on the acquisition-date exchange rate) in cash and additional consideration of up to C$4.6 million ( $3.7 million ) that is contingent upon product availability and revenue performance over a three -year period. The estimated fair value of the contingent consideration as of the acquisition date was C$4.1 million ( $3.3 million ). See " Note 6: Fair Value Measurements " for additional information related to the fair value measurement of the contingent consideration. The acquisition of SimpleTax is strategic to TaxAct and intended to expand its operations. SimpleTax is included in the Tax Preparation segment. Intangible assets acquired amounted to approximately C$1.2 million ( $0.9 million ), consisting of customer relationships and proprietary technology both of which have finite lives. Identifiable net liabilities assumed were not material. Goodwill amounted to C$5.6 million ( $4.5 million ). Pro forma results of operations have not been presented because the effects of this acquisition were not material to the Company’s consolidated results of operations. Balance Financial: On October 4, 2013 , TaxAct acquired all of the equity of Balance Financial Inc. (“ Balance Financial ”), a provider of web and mobile-based financial management software, for $4.9 million in cash which included a $0.7 million escrow amount that was recorded in "Accrued expenses and other current liabilities" for indemnifications related to general representations and warranties. The escrow period expired on April 4, 2015 , at which time the amount, net of any indemnifiable losses, was released. The acquisition of the Balance Financial business is strategic to TaxAct and was funded from the revolving credit loan under the TaxAct 2013 credit facility (see " Note 8: Debt "). Balance Financial is included in the Tax Preparation segment. The identifiable net assets acquired amounted to $1.0 million , consisting primarily of deferred tax assets, and intangible assets acquired amounted to $0.8 million , consisting primarily of internally-developed software and customer relationships both of which have finite lives. Goodwill amounted to $3.1 million . Pro forma results of operations have not been presented because the effects of this acquisition were not material to the Company’s consolidated results of operations. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | On October 14, 2015, the Company announced its plans to focus on the technology-enabled financial solutions market, as more fully described in " Note 1: The Company and Basis of Presentation ." The Strategic Transformation includes plans to divest the Search and Content and E-Commerce businesses. Financial condition, results of operations, cash flows, and the notes to financial statements reflect the Search and Content and E-Commerce businesses as discontinued operations for all periods presented. Amounts in discontinued operations include previously unallocated depreciation, amortization, stock-based compensation, income taxes, and other corporate expenses that were attributable to the Search and Content and E-Commerce businesses. Summarized financial information for discontinued operations is as follows (in thousands): Years ended December 31. 2015 2014 2013 Major classes of items in net income (loss): Revenues $ 352,077 $ 477,001 $ 482,767 Operating expenses (391,702 ) (490,006 ) (404,842 ) Other loss, net (2,673 ) (1,316 ) (55 ) Income (loss) from discontinued operations, before income taxes (42,298 ) (14,321 ) 77,870 Income tax benefit (expense) 14,950 (15,682 ) (27,810 ) Discontinued operations, net of income taxes $ (27,348 ) $ (30,003 ) $ 50,060 December 31. 2015 2014 Major classes of assets and liabilities: Cash $ 2,158 $ 4,476 Accounts receivable, net of allowance 26,352 30,696 Inventories 43,480 29,246 Other current assets 3,182 7,835 Property and equipment, net 9,824 9,400 Goodwill, net 67,201 116,117 Other intangible assets, net 59,006 76,800 Other long-term assets 460 390 Total assets of discontinued operations $ 211,663 $ 274,960 Accounts payable $ 33,295 $ 37,336 Other current liabilities 15,622 15,842 Debt (net of discount and including short-term and long-term portions) 25,000 41,809 Deferred tax liability, net 13,816 19,856 Other long-term liabilities 542 13 Total liabilities of discontinued operations $ 88,275 $ 114,856 Assets and liabilities of discontinued operations are reported at the lower of carrying value or fair value less cost to sell. Goodwill, other intangible assets, and debt are discussed further below in the related subsections of this note. Business exit costs: In conjunction with the Strategic Transformation, the Company expects to incur business exit costs of approximately $3.0 million , with the majority of these costs recorded in discontinued operations in the fourth quarter of 2015 and in the first quarter of 2016. Some of these costs are contingent or are accelerated upon the sale of the Search and Content and E-Commerce businesses and will be recorded or adjusted, as appropriate, at the time of sale. The following table summarizes the activity in the business exit cost liability (in thousands): Employee-Related Costs Balance as of December 31, 2014 $ — Charges 994 Payments — Adjustments — Balance as of December 31, 2015 $ 994 Goodwill and other intangible assets: The Company tested the goodwill and trade names related to Search and Content and E-Commerce for impairment as of October 31, 2015, due to the Company's October 2015 announcement of its plans to divest these businesses and their resulting classification as held for sale. As part of the fair value assessment of these businesses, the Company recorded goodwill impairments of $15.1 million and $33.8 million related to the Search and Content and E-Commerce reporting units, respectively. This adjusted the carrying values of the Search and Content and E-Commerce goodwill to $44.8 million and $22.4 million , respectively. The Company had a goodwill impairment related to E-Commerce in the fourth quarter of 2014 and recorded a charge of $59.4 million . In addition, the Company recorded trade name impairments of $5.9 million and $4.2 million related to the HSW and Monoprice trade names, respectively. This adjusted the carrying values of the HSW and Monoprice trade names to nil and $30.6 million , respectively. The Company had a trade name impairment in the fourth quarter of 2014 related to Monoprice and recorded a charge of $3.2 million . The impairments of goodwill and intangible assets were recorded in discontinued operations. The Company classified the fair value of its reporting units, goodwill, and trade names within Level 3 because they were valued using discounted cash flows, which have significant unobservable inputs related to the weighted-average cost of capital and forecasts of future cash flows. Refer to " Note 2: Summary of Significant Accounting Policies " for a description of the Company's reporting units and the method used to determine the fair values of those reporting units and the amount of goodwill impairment. The Company determined that the impairments related to Search and Content and E-Commerce were indicators requiring the review of the Search and Content and E-Commerce long-lived assets for recoverability. The results of this review indicated that the carrying values of the Search and Content and E-Commerce long-lived assets were recoverable. Debt: The debt in discontinued operations consisted of the following (in thousands): December 31, 2015 December 31, 2014 Principal amount Unamortized discount Net carrying value Principal amount Unamortized discount Net carrying value Monoprice 2013 credit facility $ 25,000 $ — $ 25,000 $ 42,000 $ (191 ) $ 41,809 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 but will become immediately due and payable upon the sale of Monoprice. 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, from both the revolving credit loan and the term loan, and had net repayment activity of $17.0 million and $8.0 million in 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 outstanding amount under 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. Amounts remained outstanding under the revolving credit loan, which continues to be available to Monoprice through its final maturity date. The interest rate is variable, based upon, at the election of Monoprice, either LIBOR plus a margin of between 2.75% and 3.25% , payable each interest period, or a variable rate plus a margin of between 1.75% and 2.25% , payable quarterly. In each case, the applicable margin within the range depends upon Monoprice’s ratio of leverage to EBITDA over the previous four quarters. The credit facility includes financial and operating covenants with respect to certain ratios, including leverage ratio and fixed charge coverage ratio, which are defined further in the agreement. As of December 31, 2015 , Monoprice was in compliance with all of the financial and operating covenants. As of December 31, 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. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | The following table presents goodwill by reportable segment (in thousands): Wealth Management Tax Preparation Total Balance as of December 31, 2013 $ — $ 188,541 $ 188,541 Additions — — — Foreign currency translation adjustment — — — Balance as of December 31, 2014 — 188,541 188,541 Additions 356,386 4,473 360,859 Foreign currency translation adjustment — (441 ) (441 ) Balance as of December 31, 2015 $ 356,386 $ 192,573 $ 548,959 The goodwill additions in 2015 related to the acquisitions of HD Vest ( Wealth Management segment) and SimpleTax (Tax Preparation segment), both as described in " Note 3: Business Combinations ." Intangible assets other than goodwill consisted of the following (in thousands): December 31, 2015 December 31, 2014 Gross carrying amount Accumulated amortization Net Gross carrying amount Accumulated amortization Net Definite-lived intangible assets: Customer relationships $ 101,681 $ (49,664 ) $ 52,017 $ 101,600 $ (37,052 ) $ 64,548 Advisor relationships 240,300 — 240,300 — — — Sponsor relationships 16,500 — 16,500 — — — Curriculum 800 — 800 — — — Technology 43,948 (29,270 ) 14,678 29,800 (21,729 ) 8,071 Total definite-lived intangible assets 403,229 (78,934 ) 324,295 131,400 (58,781 ) 72,619 Indefinite-lived intangible assets: Trade names 72,000 — 72,000 19,500 — 19,500 Total $ 475,229 $ (78,934 ) $ 396,295 $ 150,900 $ (58,781 ) $ 92,119 There were advisor relationship, sponsor relationship, curriculum, and technology additions in 2015 related to the acquisition of HD Vest ( Wealth Management segment). There also were customer relationship and technology additions in 2015 related to the acquisition of SimpleTax (Tax Preparation segment). Both acquisitions are described in " Note 3: Business Combinations ." Amortization expense was as follows (in thousands): Years ended December 31. 2015 2014 2013 Statement of comprehensive income line item: Cost of revenue $ 7,546 $ 7,450 $ 7,450 Amortization of other acquired intangible assets 12,757 12,742 12,692 Total $ 20,303 $ 20,192 $ 20,142 Expected amortization of definite-lived intangible assets held as of December 31, 2015 is as follows (in thousands): 2016 2017 2018 2019 2020 Thereafter Total Statement of comprehensive income line item: Cost of revenue $ 804 $ 183 $ 91 $ — $ — $ — $ 1,078 Amortization of other acquired intangible assets 33,262 33,263 33,263 33,263 21,444 168,722 323,217 Total $ 34,066 $ 33,446 $ 33,354 $ 33,263 $ 21,444 $ 168,722 $ 324,295 The weighted average amortization periods for definite-lived intangible assets are as follows: 49 months for customer relationships, 168 months for advisor relationships, 216 months for sponsor relationships, 48 months for curriculum, 68 months for technology, and 147 months for total definite-lived intangible assets. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
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): December 31, 2015 Fair value measurements at the reporting date using 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 $ 5,410 $ — $ 5,410 $ — Available-for-sale investments: Debt securities: U.S. government securities 11,301 — 11,301 — Total assets at fair value $ 16,711 $ — $ 16,711 $ — Contingent consideration liability $ 2,951 $ — $ — $ 2,951 Total liabilities at fair value $ 2,951 $ — $ — $ 2,951 December 31, 2014 Fair value measurements at the reporting date using 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 $ 8,322 $ — $ 8,322 $ — Time deposits 1,242 — 1,242 — Taxable municipal bonds 4,754 — 4,754 — Total cash equivalents 14,318 — 14,318 — 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 — Total assets at fair value $ 265,938 $ — $ 265,938 $ — The Company also had financial instruments that were not measured at fair value. See " Note 8: Debt " for details. A reconciliation of changes in Level 3 items measured at fair value on a recurring basis was as follows (in thousands): Contingent consideration liability: Balance as of December 31, 2014 $ — Initial estimate upon acquisition 3,274 Foreign currency transaction gain (323 ) Balance as of December 31, 2015 $ 2,951 The contingent consideration liability is related to the Company's acquisition of SimpleTax (see " Note 3: Business Combinations "), and the related payments are expected to occur annually beginning in 2017 and continuing through 2019. As of December 31, 2015 , the Company could be required to pay up to an undiscounted amount of $3.3 million . The Company has determined the fair value of the contingent consideration liability based on a probability-weighted discounted cash flow analysis, which includes assumptions related to estimating revenues, the probability of payment ( 100% ), and the discount rate ( 9% ). A decrease in estimated revenues would decrease the fair value of the contingent consideration liability, while a decrease in the discount rate would increase the fair value of the contingent consideration liability. As of December 31, 2015 , the Company recorded the entire contingent consideration liability in "Other long-term liabilities" on the consolidated balance sheets. The Company had non-recurring Level 3 fair value measurements in 2015 and 2014 related to its reporting units and various intangible assets as part of goodwill and intangible asset impairment reviews. See " Note 4: Discontinued Operations " for details. The contractual maturities of the debt securities classified as available-for-sale at December 31, 2015 and 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 as of December 31, 2015 $ 11,316 $ — $ (15 ) $ 11,301 Balance as of December 31, 2014 $ 251,673 $ 16 $ (69 ) $ 251,620 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2015 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Prepaid expenses and other current assets, net consisted of the following (in thousands): December 31, 2015 2014 Prepaid expenses $ 9,893 $ 6,170 Other current assets, net 169 296 Total prepaid expenses and other current assets, net $ 10,062 $ 6,466 Property and equipment, net consisted of the following (in thousands): December 31, 2015 2014 Computer equipment and data center $ 5,383 $ 4,293 Purchased software 2,115 1,124 Internally-developed software 1,999 702 Office equipment 587 480 Office furniture 1,529 1,375 Leasehold improvements and other 6,131 3,821 17,744 11,795 Accumulated depreciation (6,915 ) (5,550 ) 10,829 6,245 Capital projects in progress 479 297 Total property and equipment, net $ 11,308 $ 6,542 Total depreciation expense was $2.3 million , $2.0 million , and $1.8 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. Unamortized internally-developed software was $1.7 million and $0.7 million at December 31, 2015 and 2014 , respectively. The Company recorded depreciation expense for internally-developed software of $0.3 million , $0.2 million , and $0.1 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2015 2014 Salaries and related expenses $ 7,581 $ 2,436 Accrued interest on Notes (see Note 8) 2,138 2,138 Other 3,287 2,653 Total accrued expenses and other current liabilities $ 13,006 $ 7,227 As part of the Strategic Transformation, the Company announced the upcoming departure of its chief executive officer once a permanent successor has been identified. "Salaries and related expenses" included $1.5 million of employee separation costs pursuant to the chief executive officer's employment agreement, to be paid within 60 days of his last day of employment. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | The Company’s debt consisted of the following (in thousands): December 31, 2015 December 31, 2014 Unamortized Unamortized Principal amount Discount Debt issuance costs Net carrying value Principal amount Discount Debt issuance costs Net carrying value TaxAct - HD Vest 2015 credit facility $ 400,000 $ (12,000 ) $ (8,919 ) $ 379,081 $ — $ — $ — $ — TaxAct 2013 credit facility — — — — 51,940 — — 51,940 Convertible Senior Notes 201,250 (12,207 ) (3,125 ) 185,918 201,250 (16,073 ) (4,114 ) 181,063 Note payable, related party 6,400 — — 6,400 — — — — Total debt $ 607,650 $ (24,207 ) $ (12,044 ) $ 571,399 $ 253,190 $ (16,073 ) $ (4,114 ) $ 233,003 TaxAct - HD Vest 2015 credit facility: On December 31, 2015 , TaxAct and HD Vest entered into an agreement with a syndicate of lenders for the purposes of transaction financing of the HD Vest acquisition and providing future working capital flexibility for TaxAct and HD Vest. The credit facility consists of a $25.0 million revolving credit loan--which includes a letter of credit and swingline loans--and a $400.0 million term loan for an aggregate $425.0 million credit facility. The final maturity dates of the revolving credit loan and term loan are December 31, 2020 and December 31, 2022 , respectively. Obligations under the credit facility are guaranteed by TaxAct Holdings, Inc. and HD Vest Holdings, Inc. and are secured by the equity of the TaxAct and HD Vest businesses. While Blucora is not a party to the agreement, it has guaranteed the obligations of TaxAct and HD Vest under the credit facility, secured by its equity in TaxAct Holdings, Inc. TaxAct and HD Vest borrowed $400.0 million under the term loan. Principal payments on the term loan are payable quarterly and will be between 0.625% and 1.875% of outstanding principal, depending upon TaxAct and HD Vest's combined net leverage of EBITDA ratio. The interest rate on the term loan is variable at the London Interbank Offered Rate ( “LIBOR” ), subject to a floor of 1.00% , plus a margin of 6.00% , payable at the end of each interest period. TaxAct and HD Vest may borrow under the revolving credit loan in an aggregate principal amount not less than $2.0 million or any whole multiple of $1.0 million in excess thereof (for swingline loans, the aggregate principal amount is not less than $0.5 million or any whole multiple of $0.1 million in excess thereof). Principal payments on the revolving credit loan are payable at maturity . The interest rate on the revolving credit loan is variable, with initial draws at LIBOR plus a margin of 5.00% . Subsequent draws on the revolving credit loan also have variable interest rates, based upon LIBOR plus a margin of between 2.75% and 5.00% . In each case, the applicable margin within the range depends upon TaxAct and HD Vest's combined net leverage to EBITDA ratio over the previous four quarters. Interest is payable at the end of each interest period. TaxAct and HD Vest have 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 $5.0 million or any whole multiple of $1.0 million in excess thereof, except for prepayments through December 31, 2016 which carry a premium of 1.00% of the total principal amount outstanding just prior to prepayment. In addition, the credit facility includes financial and operating covenants, including a net leverage to EBITDA ratio, which are defined further in the agreement. As of December 31, 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. Under that 2012 credit facility, TaxAct borrowed $100.0 million , of which $25.5 million was repaid in 2012, $10.0 million in April 2013, and the remaining $64.5 million in August 2013, the latter amount in connection with the refinancing of this credit agreement. The interest rate was variable. The Company hedged a portion of the interest rate risk through an interest rate swap, which was terminated at break-even on September 10, 2013 . TaxAct initially borrowed $71.4 million under the 2013 credit facility and had net repayment activity of $51.9 million and $19.4 million in 2015 and 2014 , respectively. TaxAct had the right to permanently reduce, without premium or penalty, the entire credit facility at any time. In accordance with this provision, TaxAct repaid the outstanding amount under the credit facility in full in 2015, at which point the credit facility was closed and the remaining related debt issuance costs of $0.4 million were written off. On August 30, 2013, the Company performed an analysis by creditor to determine whether the refinancing would be recorded as an extinguishment or a modification of debt and, as a result of this analysis, recognized a loss on partial extinguishment of debt comprised of the following (in thousands): Refinancing fees paid to creditors, including arrangement fee, classified as extinguishment $ 567 Deferred financing costs on extinguished debt 726 Debt discount on extinguished debt 300 Total $ 1,593 Convertible Senior Notes: On March 15, 2013 , the Company issued $201.25 million aggregate principal amount of its Convertible Senior Notes (the “ Notes ”), inclusive of the underwriters’ exercise in full of their over-allotment option of $26.25 million . The Notes mature on April 1, 2019 , unless earlier purchased, redeemed, or converted in accordance with the terms, and bear interest at a rate of 4.25% per year, payable semi-annually in arrears beginning on October 1, 2013 . The Company received net proceeds from the offering of approximately $194.8 million after adjusting for debt issuance costs, including the underwriting discount. The Notes were issued under an indenture dated March 15, 2013 (the “ Indenture ”) by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. There are no financial or operating covenants relating to the Notes. Beginning July 1, 2013 and prior to the close of business on September 28, 2018, holders may convert all or a portion of the Notes at their option, in multiples of $1,000 principal amount, under the following circumstances: • During any fiscal quarter commencing July 1, 2013, if the last reported sale price of the Company’s common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day. As of December 31, 2015 and 2014 , the Notes were not convertible . • During the five business day period after any five consecutive trading day period (the “measurement period” ) in which the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price of the Company’s common stock and the conversion rate on each trading day. • If the Company calls any or all of the Notes for redemption. • Upon the occurrence of specified corporate events, including a merger or a sale of all or substantially all of the Company’s assets. The convertibility of the Notes is determined at the end of each reporting period. If the Notes are determined to be convertible, they remain convertible until the end of the subsequent quarter and are classified in "Current liabilities" on the balance sheet; otherwise, they are classified in "Long-term liabilities." Depending upon the price of the Company’s common stock or the trading price of the Notes within the reporting period, pursuant to the first two criteria listed above, the Notes could be convertible during one reporting period but not convertible during a comparable reporting period. On or after October 1, 2018 and until the close of business on March 28, 2019 , holders may convert their Notes, in multiples of $1,000 principal amount, at the option of the holder. The conversion ratio for the Notes is initially 0.0461723 , equivalent to an initial conversion price of approximately $21.66 per share of the Company’s common stock. The conversion ratio is subject to customary adjustment for certain events as described in the Indenture. At the time the Company issued the Notes, the Company was only permitted to settle conversions with shares of its common stock. The Company received shareholder approval at its annual meeting in May 2013 to allow for “flexible settlement,” which provided the Company with the option to settle conversions in cash, shares of common stock, or any combination thereof. The Company’s intention is to satisfy conversion of the Notes with cash for the principal amount of the debt and shares of common stock for any related conversion premium. Beginning April 6, 2016 , the Company may, at its option, redeem for cash all or part of the Notes plus accrued and unpaid interest. If the Company undergoes a fundamental change (as described in the Indenture), holders may require the Company to repurchase for cash all or part of their Notes in principal amounts of $1,000 or an integral multiple thereof. The fundamental change repurchase price will be equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest. However, if a fundamental change occurs and a holder elects to convert the Notes, the Company will, under certain circumstances, increase the applicable conversion rate for the Notes surrendered for conversion by a number of additional shares of common stock based on the date on which the fundamental change occurs or becomes effective and the price paid per share of the Company’s common stock in the fundamental change as specified in the Indenture. The Strategic Transformation does not qualify as a fundamental change under the Indenture. The Notes are unsecured and unsubordinated obligations of the Company and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes, and equal in right of payment to any of the Company’s existing and future unsecured indebtedness that is not subordinated. The Notes are effectively junior in right of payment to any of the Company’s secured indebtedness (to the extent of the value of assets securing such indebtedness) and structurally junior to all existing and future indebtedness and other liabilities, including trade payables, of the Company’s subsidiaries. The Indenture does not limit the amount of debt that the Company or its subsidiaries may incur. The Notes may be settled in combination of cash or shares of common stock given the flexible settlement option. As a result, the Notes contain liability and equity components, which were bifurcated and accounted for separately. The liability component of the Notes, as of the issuance date, was calculated by estimating the fair value of a similar liability issued at a 6.5% effective interest rate, which was determined by considering the rate of return investors would require in the Company’s debt structure. The amount of the equity component was calculated by deducting the fair value of the liability component from the principal amount of the Notes, resulting in the initial recognition of $22.3 million as the debt discount recorded in additional paid-in capital for the Notes. The carrying amount of the Notes is being accreted to the principal amount over the remaining term to maturity, and the Company is recording corresponding interest expense. The Company incurred debt issuance costs of $6.4 million related to the Notes and allocated $5.7 million to the liability component of the Notes. These costs are being amortized to interest expense over the six-year term of the Notes or the date of conversion, if any. The following table sets forth total interest expense related to the Notes (in thousands): Years ended December 31, 2015 2014 2013 Contractual interest expense (Cash) $ 8,553 $ 8,553 $ 6,795 Amortization of debt issuance costs (Non-cash) 989 920 684 Accretion of debt discount (Non-cash) 3,866 3,594 2,674 Total interest expense $ 13,408 $ 13,067 $ 10,153 Effective interest rate of the liability component 7.32 % 7.32 % 7.32 % The fair value of the principal amount of the Notes as of December 31, 2015 was $167.8 million , based on the last quoted active trading price, a Level 1 fair value measurement, as of that date. Note payable, related party: The note payable is with the President of HD Vest and arose in connection with the acquisition of HD Vest. Certain members of HD Vest management rolled over a portion of the proceeds they would have otherwise received at the acquisition's closing into shares of the acquisition subsidiary through which the Company consummated the purchase of HD Vest. The President of HD Vest sold a portion of his shares to the Company in exchange for the note. See " Note 3: Business Combinations " for additional information on the acquisition of HD Vest. The note will be paid over a three -year period, with 50% paid in year one, 40% paid in year two, and 10% paid in year three. The note bears interest at a rate of 5% per year, with a principal amount that approximates its fair value. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | The Company's contractual commitments are as follows for years ending December 31 (in thousands): 2016 2017 2018 2019 2020 Thereafter Total Operating lease commitments $ 3,871 $ 3,945 $ 4,026 $ 4,105 $ 3,795 $ 6,098 $ 25,840 Purchase commitments 3,082 3,002 2,530 — — — 8,614 Debt commitments 33,200 32,560 20,640 221,250 10,000 290,000 607,650 Interest on Notes 8,553 8,553 8,553 4,277 — — 29,936 Acquisition-related contingent consideration liability — 723 962 1,266 — — 2,951 Total $ 48,706 $ 48,783 $ 36,711 $ 230,898 $ 13,795 $ 296,098 $ 674,991 Operating lease commitments: The Company has non-cancelable operating leases for its facilities. The leases run through 2023 , and some of the leases have clauses for optional renewal. Rent expense under operating leases totaled $1.2 million , $1.2 million , and $0.9 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. Purchase commitments: The Company's purchase commitments consist primarily of non-cancelable service agreements for its data centers and a sponsorship marketing agreement. Debt commitments and interest on Notes: The Company’s debt commitments are based upon contractual payment terms and consist of the outstanding principal related to the TaxAct - HD Vest credit facility, the Notes, and the note payable with related party. The Company may repay the amounts outstanding under the TaxAct - HD Vest credit facility before its maturity date, depending upon the cash generated by the businesses, and under the Notes based upon holders exercising their conversion option. For further detail regarding the credit facility, the Notes, and the note payable with related party, see " Note 8: Debt ." Acquisition-related contingent consideration liability: The contingent consideration liability is related to the Company's acquisition of SimpleTax (see " Note 3: Business Combinations " and " Note 6: Fair Value Measurements "), and the related payments are expected to occur annually beginning in 2017 and continuing through 2019. Collateral pledged: The Company has pledged a portion of its cash as collateral for certain of its property lease-related banking arrangements. At December 31, 2015 , the total amount of collateral pledged under these standby letters of credit was $0.7 million . Off-balance sheet arrangements: The Company has no off-balance sheet arrangements other than operating leases. Litigation: From time to time, the Company is subject to various legal proceedings or claims that arise in the ordinary course of business. Following is a brief description of the more significant legal proceedings. The Company accrues a liability when management believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Although the Company believes that resolving claims against it, individually or in aggregate, will not have a material adverse impact on its financial statements, these matters are subject to inherent uncertainties. On 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. On September 14, 2015, the plaintiff filed a motion with the Washington Court of Appeals to add an additional plaintiff, which the court subsequently denied on October 19, 2015. Plaintiff filed its appellant brief on September 25, 2015, and the Company filed its response on October 26, 2015, as well as a Motion on the Merits to Affirm on the grounds that the plaintiff lacked standing at all points relevant to the lawsuit. The plaintiff filed a reply brief in support of its Appeal on November 25, 2015. The plaintiff filed its opposition to the Company’s Motion on the Merits on November 5, 2015. The court denied the Company’s motion on November 9, 2015, on procedural, not substantive, grounds. The Company refiled the substance of the motion in a Motion to Dismiss Appeal on November 10, 2015, and the plaintiff filed its opposition on December 1, 2015. The Company filed a reply brief on December 7, 2015. The Company awaits the court’s decision with respect to the plaintiff’s appeal as well as the Company’s motion to dismiss. 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 | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Stock incentive plan: The Company may grant non-qualified stock options, stock, RSUs, and stock appreciation rights to employees, non-employee directors, and consultants. The Company granted options and RSUs during 2015 , 2014 , and 2013 under its Restated 1996 Flexible Stock Incentive Plan. The Company also began granting options and RSUs during 2015 under the Blucora, Inc. 2015 Incentive Plan. Options and RSUs generally vest over a period of three years, with one-third vesting one year from the date of grant and the remainder vesting ratably thereafter on a semi-annual basis , and expire seven years from the date of grant. There are a few exceptions to this vesting schedule, which provide for vesting at different rates or based on achievement of performance or market targets. The Company issues new shares upon the exercise of options and upon the vesting of RSUs. If an option or RSU is surrendered or otherwise unused, the related shares will continue to be available. Warrant: On August 23, 2011, the Company issued a warrant to purchase 1.0 million shares of Blucora common stock, exercisable at a price of $9.62 per share (the “Warrant” ). The Warrant originally was considered stock-based compensation and was scheduled to expire on August 23, 2014 , but the completion of the TaxAct acquisition on January 31, 2012 was an event under the Warrant’s terms that extended the expiration date to the earlier of August 23, 2017 or the effective date of a change of control of Blucora. Subsequent to the extension, the Company treated the award as a derivative instrument (see " Note 2: Summary of Significant Accounting Policies "). The Warrant’s fair value was determined each reporting period with gains or losses related to the change in fair value recorded in " Other loss, net " in the amount of $11.7 million for the year ended December 31, 2013. On November 21, 2013, the Warrant was exercised and 1.0 million shares of Blucora common stock were purchased for an aggregate exercise price of $9.6 million . The related derivative instrument liability balance of $20.2 million was settled through "Additional paid-in capital." 1998 Employee Stock Purchase Plan (“ ESPP ”): The ESPP permits eligible employees to contribute up to 15% of their base earnings toward the twice-yearly purchase of Company common stock, subject to an annual maximum dollar amount. The purchase price is the lesser of 85% of the fair market value of common stock on the first day or on the last day of an offering period. An aggregate of 1.4 million shares of common stock are authorized for issuance under the ESPP. Of this amount, 0.2 million shares were available for issuance. The Company issues new shares upon purchase through the ESPP. Stock repurchase program: In February 2013, the Company’s Board of Directors approved a stock repurchase program whereby the Company may purchase its common stock in open-market transactions. In May 2014, the Board of Directors increased the repurchase authorization, such that the Company may repurchase up to $85.0 million of its common stock, and extended the repurchase period through May 2016. Repurchased shares will be retired and resume the status of authorized but unissued shares of common stock. The Company had the following open-market share purchase activity, exclusive of purchase and administrative costs (in thousands, except per share data): Total Number of Shares Purchased Average Price Paid per Share Total Cost Year ended December 31, 2015 551 $ 14.01 $ 7,713 Year ended December 31, 2014 2,289 $ 16.85 $ 38,558 Year ended December 31, 2013 418 $ 23.95 $ 9,990 As of December 31, 2015 , the Company may repurchase up to an additional $28.7 million of its common stock under the repurchase program. Other comprehensive income: The following table provides information about activity in other comprehensive income (in thousands): Unrealized gain (loss) on investments Foreign currency translation adjustment Unrealized gain (loss) on derivative instrument Total Balance as of December 31, 2012 $ (10 ) $ — $ (266 ) $ (276 ) Other comprehensive income 10 — 266 276 Balance as of December 31, 2013 — — — — Other comprehensive loss (1,113 ) — — (1,113 ) Balance as of December 31, 2014 (1,113 ) — — (1,113 ) Other comprehensive income (loss) 1,103 (517 ) — 586 Balance as of December 31, 2015 $ (10 ) $ (517 ) $ — $ (527 ) |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | A summary of the general terms of stock options and RSUs at December 31, 2015 was as follows: Number of shares authorized for awards 12,040,839 Options and RSUs outstanding 6,403,859 Options and RSUs expected to vest 5,956,538 Options and RSUs available for grant 5,285,862 The following activity occurred under the Company’s stock incentive plans: Options Weighted average exercise price Intrinsic value Weighted average remaining contractual term (in years) Stock options: Outstanding December 31, 2014 4,343,825 $ 14.21 Granted 1,794,763 $ 13.34 Forfeited (378,509 ) $ 16.97 Expired (115,745 ) $ 17.49 Exercised (248,574 ) $ 9.69 Outstanding December 31, 2015 5,395,760 $ 13.87 $ 1,512 4.3 Exercisable December 31, 2015 3,004,907 $ 13.00 $ 1,512 3.0 Vested and expected to vest after December 31, 2015 5,093,188 $ 13.85 $ 1,512 4.2 Stock units Weighted average grant date fair value Intrinsic value Weighted average remaining contractual term (in years) RSUs: Outstanding December 31, 2014 753,422 $ 17.88 Granted 837,419 $ 13.67 Forfeited (200,676 ) $ 16.55 Vested (382,066 ) $ 17.65 Outstanding December 31, 2015 1,008,099 $ 14.73 $ 9,879 1.0 Expected to vest after December 31, 2015 863,350 $ 14.77 $ 8,461 0.9 Supplemental information is presented below: Years ended December 31, 2015 2014 2013 Stock options: Weighted average grant date fair value per share granted $ 3.65 $ 5.67 $ 5.05 Total intrinsic value of options exercised (in thousands) $ 1,072 $ 3,600 $ 2,626 Total fair value of options vested (in thousands) $ 4,416 $ 4,000 $ 2,410 RSUs: Weighted average grant date fair value per unit granted $ 13.67 $ 18.44 $ 18.86 Total intrinsic value of units vested (in thousands) $ 5,437 $ 8,315 $ 7,986 Total fair value of units vested (in thousands) $ 6,742 $ 6,560 $ 5,163 The Company included the following amounts for stock-based compensation expense, which related to stock options, RSUs, and the ESPP, in the consolidated statements of comprehensive income (in thousands): Years ended December 31, 2015 2014 2013 Cost of revenue $ 96 $ 254 $ 459 Engineering and technology 484 516 567 Sales and marketing 771 829 671 General and administrative 7,343 7,095 6,802 Total in continuing operations 8,694 8,694 8,499 Discontinued operations 4,402 3,190 3,028 Total $ 13,096 $ 11,884 $ 11,527 Total excluded and capitalized as part of internal-use software $ 135 $ 106 $ 115 In May 2012, the Company granted stock options to certain Blucora employees who performed 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 and the Monoprice acquisition on August 22, 2013 constituted qualified acquisitions under such terms, resulting in charges of $0.3 million and $0.5 million to stock-based compensation expense (reflected in “General and administrative” expense) in 2014 and 2013 , respectively. To estimate stock-based compensation expense, the Company used the Black-Scholes-Merton valuation method with the following assumptions for stock options granted: Years ended December 31, 2015 2014 2013 Risk-free interest rate 0.21% - 1.33% 0.11% - 1.31% 0.25% - 1.06% Expected dividend yield 0 % 0 % 0 % Expected volatility 34% - 40% 35% - 43% 40% - 46% Expected life 3.0 years 3.0 years 3.2 years The risk-free interest rate was based on the implied yield available on U.S. Treasury issues with an equivalent remaining term. The Company last paid a dividend in 2008 but does not expect to pay recurring dividends. The expected volatility was based on historical volatility of the Company’s stock for the related expected life of the award. The expected life of the award was based on historical experience, including historical post-vesting termination behavior. As of December 31, 2015 , total unrecognized stock-based compensation expense related to unvested stock awards is as follows: Expense (in thousands) Weighted average period over which to be recognized (in years) Stock options $ 2,566 1.2 RSUs 2,753 1.2 Total for continuing operations $ 5,319 1.2 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | The Company has two reportable segments: the Wealth Management segment and the Tax Preparation segment. The Wealth Management segment consists of the HD Vest business, which was acquired on December 31, 2015 , and, accordingly, has no operating activities recorded in Blucora's 2015 results of operations. HD Vest will be included in Blucora's results of operations beginning on January 1, 2016. As a result of the Strategic Transformation and planned divestitures of the Search and Content and E-Commerce segments, those former segments are included in discontinued operations. 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 the reportable segments currently presented to the Company’s chief operating decision maker and a reconciliation to consolidated net income are presented below (in thousands): Years ended December 31, 2015 2014 2013 Revenue: Tax Preparation $ 117,708 $ 103,719 $ 91,213 Operating income (loss): Tax Preparation 56,984 49,696 40,599 Corporate-level activity (61,791 ) (45,093 ) (44,077 ) Total operating income (loss) (4,807 ) 4,603 (3,478 ) Other loss, net (12,542 ) (13,489 ) (29,568 ) Loss from continuing operations before income taxes (17,349 ) (8,886 ) (33,046 ) Income tax benefit 4,623 3,342 7,385 Loss from continuing operations (12,726 ) (5,544 ) (25,661 ) Discontinued operations, net of income taxes (27,348 ) (30,003 ) 50,060 Net income (loss) $ (40,074 ) $ (35,547 ) $ 24,399 |
Other Loss, Net
Other Loss, Net | 12 Months Ended |
Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | |
Other Loss, Net | " Other loss, net " consisted of the following (in thousands): Years ended December 31, 2015 2014 2013 Interest income $ (609 ) $ (355 ) $ (300 ) Interest expense (see Note 8) 9,044 9,476 9,266 Amortization of debt issuance costs (see Note 8) 1,133 1,059 1,099 Accretion of debt discounts (see Note 8) 3,866 3,594 2,826 Loss on debt extinguishment and modification expense (see Note 8) 398 — 1,593 Loss on derivative instrument (see Notes 2 and 10) — — 11,652 Impairment of equity investment in privately-held company — — 3,711 Gain on third party bankruptcy settlement (1,128 ) (286 ) (539 ) Other (162 ) 1 260 Other loss, net $ 12,542 $ 13,489 $ 29,568 In 2013, in connection with the Company’s review of its equity method investments for other-than-temporary impairment, the Company determined that its equity investment in a privately-held company had experienced an other-than-temporary decline in value, due to recurring losses from operations, significant personnel reductions, and a change in the underlying business model. Accordingly, the Company wrote down the $3.7 million carrying value of the investment to zero , resulting in a loss. The gain on third party bankruptcy settlement related to amounts received in connection with ongoing distributions from the Lehman Brothers estate, of which the Company is a creditor. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income tax benefit consisted of the following (in thousands): Years ended December 31, 2015 2014 2013 Current: U.S. federal $ 7,470 $ 6,306 $ 4,175 State 514 210 41 Total current expense 7,984 6,516 4,216 Deferred: U.S. federal (12,004 ) (9,800 ) (10,902 ) State (538 ) (58 ) (699 ) Foreign (65 ) — — Total deferred benefit (12,607 ) (9,858 ) (11,601 ) Income tax benefit $ (4,623 ) $ (3,342 ) $ (7,385 ) Income tax benefit differed from the amount computed by applying the statutory federal income tax rate of 35% as follows (in thousands): Years ended December 31, 2015 2014 2013 Income tax benefit at the statutory federal income tax rate $ (6,072 ) $ (3,110 ) $ (11,566 ) State income taxes, net of federal benefit (15 ) 99 (363 ) Deductible domestic manufacturing costs (787 ) (594 ) (395 ) Non-deductible compensation 27 569 221 Non-deductible acquisition-related transaction costs (see Note 3) 2,524 — — Non-deductible loss on derivative instrument (the Warrant, see Note 10) — — 4,078 Change in liabilities for uncertain tax positions — (72 ) (201 ) Change in valuation allowance on unrealized capital losses (223 ) (117 ) 1,108 Other (77 ) (117 ) (267 ) Income tax benefit $ (4,623 ) $ (3,342 ) $ (7,385 ) The tax effect of temporary differences and net operating loss carryforwards that gave rise to the Company’s deferred tax assets and liabilities were as follows (in thousands): December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 182,599 $ 199,635 Accrued compensation 12,519 1,151 Deferred revenue 3,845 2,738 Tax credit carryforwards 10,797 10,370 Stock-based compensation 8,416 6,800 Basis difference in discontinued E-Commerce business 33,871 — Other, net 6,720 5,471 Total gross deferred tax assets 258,767 226,165 Valuation allowance (217,452 ) (211,865 ) Deferred tax assets, net of valuation allowance 41,315 14,300 Deferred tax liabilities: Depreciation and amortization (140,035 ) (28,815 ) Discount on Notes (4,422 ) (5,767 ) Other, net (378 ) — Total gross deferred tax liabilities (144,835 ) (34,582 ) Net deferred tax liabilities $ (103,520 ) $ (20,282 ) At December 31, 2015 , the Company evaluated the need for a valuation allowance for certain deferred tax assets based upon its assessment of whether it is more likely than not that the Company will generate sufficient future taxable income necessary to realize the deferred tax benefits. The Company maintains a valuation allowance against its deferred tax assets that are capital in nature to the extent that it is more likely than not that the related deferred tax benefit will not be realized. The Company has deferred tax assets related to net operating losses that arose from excess tax benefits for stock-based compensation and minimum tax credits that arose from the corresponding alternative minimum tax paid for those excess tax benefits. The Company must apply a valuation allowance against these equity-based deferred tax assets until the Company utilizes the deferred tax assets to reduce taxes payable. Accordingly, the Company does not consider these deferred tax assets when evaluating changes in the valuation allowance. The changes in the valuation allowance for deferred tax assets are shown below (in thousands): Years ended December 31, 2015 2014 Balance at beginning of year $ 211,865 $ 235,730 Net changes to deferred tax assets, subject to a valuation allowance 5,587 (23,865 ) Balance at end of year $ 217,452 $ 211,865 For the years ended December 31, 2015 and 2014 , the valuation allowance change included increase s of $22.1 million and $0.3 million , respectively, for changes in deferred tax assets that are capital in nature, and decrease s of $16.7 million and $24.1 million , respectively, for the utilization of equity-based deferred tax assets to reduce taxes payable. As of December 31, 2015 , $192.3 million of the valuation allowance pertained to equity-based deferred tax assets. The consolidated balance sheets reflect an increase in equity upon the release of this valuation allowance. Accordingly, income tax expense does not reflect a benefit for the release of this valuation allowance. As of December 31, 2015 , the Company’s U.S. federal and state net operating loss carryforwards for income tax purposes were $521.1 million and $32.0 million , respectively, which primarily related to excess tax benefits for stock-based compensation. When the net operating loss carryforwards related to stock-based compensation are recognized, the income tax benefit of those losses is accounted for as a credit to stockholders’ equity on the consolidated balance sheets rather than on the consolidated statements of comprehensive income. If not utilized, the Company’s federal net operating loss carryforwards will expire between 2020 and 2031 , with the majority of them expiring between 2020 and 2024 . Additionally, changes in ownership, as defined by Section 382 of the Internal Revenue Code, may limit the amount of net operating loss carryforwards used in any one year. A reconciliation of the unrecognized tax benefit balances is as follows (in thousands): Years ended December 31, 2015 2014 2013 Balance at beginning of year $ 18,403 $ 18,537 $ 19,088 Gross increases for tax positions of prior years 2,708 126 219 Gross decreases for tax positions of prior years (9 ) (199 ) (101 ) Gross increases for tax positions of current year 751 — — Settlements (112 ) (61 ) (562 ) Lapse of statute of limitations — — (107 ) Balance at end of year $ 21,741 $ 18,403 $ 18,537 The total amount of unrecognized tax benefits that could affect the Company’s effective tax rate if recognized was $3.4 million and $0.5 million as of December 31, 2015 and 2014 , respectively. The remaining $18.4 million and $17.9 million as of December 31, 2015 and 2014 , respectively, if recognized, would create a deferred tax asset subject to a valuation allowance. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and Canada. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2011, although net operating loss carryforwards and tax credit carryforwards from any year are subject to examination and adjustment for at least three years following the year in which they are fully utilized. As of December 31, 2015 , no significant adjustments have been proposed relative to the Company’s tax positions. During the years ended December 31, 2015 , 2014 , and 2013 , the Company recognized less than $0.1 million of interest and penalties related to uncertain tax positions. The Company had approximately $0.8 million and $0.3 million accrued for interest and penalties as of December 31, 2015 and 2014 , respectively. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | " Basic net income (loss) per share " is computed using the weighted average number of shares outstanding during the period. " Diluted net income (loss) per share " is computed using the weighted average number of shares outstanding plus the number of dilutive potential shares outstanding during the period. Dilutive potential shares consist of the incremental shares issuable upon the exercise of outstanding stock options, vesting of unvested RSUs, exercise of the Warrant (for 2013), and conversion or maturity of the Notes. Dilutive potential shares are excluded from the computation of earnings per share if their effect is antidilutive. Weighted average shares were as follows (in thousands): Years ended December 31, 2015 2014 2013 Weighted average shares outstanding, basic 40,959 41,396 41,201 Dilutive potential shares — — — Weighted average shares outstanding, diluted 40,959 41,396 41,201 Shares excluded 5,975 5,468 5,915 Shares excluded primarily related to shares excluded due to the antidilutive effect of a loss from continuing operations, 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 (in 2014 and 2013). As more fully discussed in " Note 10: Stockholders' Equity ," on November 21, 2013 , the Warrant was exercised and 1.0 million shares of the Company’s common stock were issued accordingly. The weighted average of these shares was included in "Weighted average shares outstanding, basic" starting in November 2013. Prior to that, the weighted average of the incremental shares issuable upon the exercise of the Warrant were included in the dilutive potential shares. As more fully discussed in " Note 8: 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 shares when the average stock price for the reporting period exceeds the conversion price of the Notes, which only occurred during the fourth quarter of 2013 . |
The Company and Basis of Pres24
The Company and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Segments | Segments: The Company has two reportable segments: the Wealth Management segment, which is the HD Vest business, and the Tax Preparation segment, which is the TaxAct business. The former Search and Content and E-Commerce segments are included in discontinued operations. The former Search and Content segment is the InfoSpace business, which includes HSW, and the former E-Commerce segment is the Monoprice business. Unless the context indicates otherwise, the Company uses the term “ Wealth Management ” to represent services sold through the HD Vest business, the term “ Tax Preparation ” to represent services and software sold through the TaxAct business, the term “ Search and Content ” to represent search and content services, and the term “ E-Commerce ” to represent products sold through the Monoprice business |
Principles of consolidation | Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated. Redeemable non-controlling interests: Non-controlling interests that are redeemable at the option of the holder and not solely within the control of the issuer are classified outside of stockholders' equity. In connection with the acquisition of HD Vest, management of that business has retained an ownership interest. The Company is party to put and call arrangements with respect to these interests. These put and call arrangements allow HD Vest management to require the Company to purchase their interests or allow the Company to acquire such interests, respectively. The put arrangements do not meet the definition of a derivative instrument as the put agreements do not provide for net settlement. To the extent that the redemption value of these interests exceeds the value determined by adjusting the carrying value for the subsidiary's attribution of net income (loss), the value of such interests is adjusted to the redemption value with a corresponding adjustment to additional paid-in capital. |
Reclassification | Reclassification: The Company reclassified certain amounts related to discontinued operations and the implementation of new accounting guidance on debt issuance costs and deferred taxes. |
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, valuation of the Warrant and interest rate swap derivatives, revenue recognition, the estimated allowance for sales returns and doubtful accounts, 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 a significant portion 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. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Cash equivalents | Cash equivalents: The Company considers all highly liquid debt instruments with an original maturity of ninety days or less at date of acquisition to be cash equivalents. Cash segregated under federal or other regulations: Cash segregated under federal and other regulations is held in a special bank account for the exclusive benefit of the Company’s wealth management customers. |
Short-term investments | Short-term investments: The Company principally invests its available cash in fixed-rate debt securities. Fixed-rate debt securities generally include debt instruments issued by the U.S. federal government and its agencies, international governments, municipalities and publicly-held corporations, as well as commercial paper, insured time deposits with commercial banks, and money market funds invested in securities issued by agencies of the U.S., although specific holdings can vary from period to period depending upon the Company's cash requirements. Such investments are included in "Cash and cash equivalents" and "Available-for-sale investments" on the consolidated balance sheets and reported at fair value with unrealized gains and losses included in " Accumulated other comprehensive loss " on the consolidated balance sheets. The Company reviews its available-for-sale investments for impairment and classifies the impairment of any individual available-for-sale investment as either temporary or other-than-temporary. The differentiating factors between temporary and other-than-temporary impairments are primarily the length of the time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. An impairment classified as temporary is recognized in " Accumulated other comprehensive loss " on the consolidated balance sheets. An impairment classified as other-than-temporary is recognized in " Other loss, net " on the consolidated statements of comprehensive income. |
Accounts receivable | Accounts receivable: Accounts receivable are stated at amounts due from customers net of an allowance for doubtful accounts. |
Commissions receivable and payable | Commissions receivable and payable: Commissions represent amounts generated by HD Vest's financial advisors for their clients' purchases and sales of securities and various investment products. The Company generates two types of commissions: transaction-based sales commissions that occur at the point of sale, as well as trailing commissions for which the Company provides ongoing account support to clients of its financial advisors. The Company records transaction-based sales commissions receivable on a trade-date basis, which is when the Company's performance obligations in generating the commissions have been substantially completed. Trailing commissions receivable is estimated based on a number of factors, including market levels and the amount of trailing commission revenues received in prior periods. A substantial portion of the commissions are ultimately paid to the financial advisors. The Company records an estimate for transaction-based commissions payable based upon the payout rate of the financial advisor generating the accrued commission revenue. The Company records an estimate for trailing commissions payable based upon historical payout ratios. |
Property and equipment | Property and equipment: Property and equipment are stated at cost. Depreciation is computed under the straight-line method over the following estimated useful lives: Computer equipment and software 3 years Data center servers 3 years Internally-developed software 3 years Office equipment 7 years Office furniture 7 years Leasehold improvements Shorter of lease term or economic life The Company capitalizes certain internal-use software development costs, consisting primarily of contractor costs and employee salaries and benefits allocated on a project or product basis. |
Business combinations and intangible assets including goodwill | Business combinations and intangible assets including goodwill : The Company accounts for business combinations using the acquisition method. The acquisition-date fair value of total consideration includes cash and contingent consideration. Since the Company is contractually obligated to pay contingent consideration upon the achievement of specified objectives, a contingent consideration liability is recorded at the acquisition date. The Company reviews its assumptions related to the fair value of the contingent consideration liability each reporting period and, if there are material changes, revalues the contingent consideration liability based on the revised assumptions, until such contingency is satisfied through payment upon the achievement of the specified objectives. The change in the fair value of the contingent consideration liability is recognized in "General and administrative" expense on the consolidated statements of comprehensive income for the period in which the fair value changes. Goodwill is calculated as the excess of the acquisition-date fair value of total consideration over the acquisition-date 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 and include the former Search and Content and E-Commerce 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. |
Goodwill and intangible assets impairment | Goodwill and intangible assets impairment: The Company evaluates goodwill and indefinite-lived intangible assets for impairment annually, as of November 30, or more frequently when events or circumstances indicate that impairment may have occurred. As part of the impairment evaluation, the Company may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit (for goodwill) or an indefinite-lived intangible asset is less than its carrying value, or if the Company elects to bypass the qualitative assessment, the Company then would proceed with the quantitative impairment test. The goodwill quantitative impairment test is a two-step process that first compares the carrying values of reporting units to their fair values. If the carrying value of a reporting unit exceeds the fair value, a second step is performed to compute the amount of impairment. This second step determines the current fair values of all assets and liabilities of the reporting unit and then compares the implied fair value of the reporting unit's goodwill to the carrying value of that goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess. The indefinite-lived intangible asset quantitative impairment test compares the carrying value of the intangible asset to its fair value. If the carrying value of the intangible asset exceeds the fair value, an impairment loss is recognized in an amount equal to the excess. Fair value typically is estimated using the present value of future discounted cash flows, an income approach. The significant estimates in the discounted cash flow model include the weighted-average cost of capital, long-term rates of revenue growth and/or profitability of our businesses, and working capital effects. The weighted-average cost of capital considers the relevant risk associated with business-specific characteristics and the uncertainty related to each business's ability to achieve the projected cash flows. To validate the reasonableness of the reporting unit fair values, the Company reconciles the aggregate fair values of its reporting units to the aggregate market value of its common stock on the date of valuation, while considering a reasonable acquisition premium. These estimates and the resulting valuations require significant judgment. Definite-lived intangible assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset or group of assets may not be recoverable. The determination of recoverability is based on an estimate of pre-tax undiscounted future cash flows, using the Company's best estimates of future net sales and operating expenses, expected to result from the use and eventual disposition of the asset or group of assets over the remaining economic life of the primary asset in the asset group. The Company measures the amount of the impairment as the excess of the asset's carrying value over its fair value. |
Equity method investments | Equity method investments: The Company currently holds equity securities and warrants to purchase equity securities, for business and strategic purposes, in companies whose securities are not publicly traded. The equity method is used to account for investments in these companies, if the investment provides the Company with the ability to exercise significant influence over operating and financial policies of the investees. The Company records its proportionate share of the net earnings or losses of equity method investees and a corresponding increase or decrease to the investment balances. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate, in management’s judgment, that the carrying value of such investments may have experienced a decline in value |
Debt issuance costs and debt discounts | Debt issuance costs and debt discounts : Debt issuance costs and debt discounts are deferred and amortized as interest expense under the effective interest method over the contractual term of the related debt, adjusted for prepayments in the case of the Company’s credit facilities (see " Note 4: Discontinued Operations " and " Note 8: Debt "). Debt issuance costs related to line-of-credit arrangements are recorded in "Prepaid expenses and other current assets, net." All other debt issuance costs and debt discounts are recorded as a direct deduction from the carrying amount of the recognized debt. Debt issuance costs related to the Company’s Convertible Senior Notes (the “ Notes ”) issued in 2013 were allocated to the liability and equity components of the instrument. The debt issuance costs allocated to the liability component are amortized to interest expense through the earlier of the maturity date of the Notes or the date of conversion, if any. The debt issuance costs allocated to the equity component of the Notes were recorded as an offset to "Additional paid-in capital" |
Derivative instruments and hedging | Derivative instruments and hedging: The Company recognized derivative instruments as either assets or liabilities at their fair value. The Company recorded changes in the fair value of the derivative instruments as gains or losses either in " Other loss, net " on the consolidated statements of comprehensive income, for those not designated as a hedging instrument (the Warrant - see " Note 10: Stockholders' Equity "), or in " Accumulated other comprehensive loss " on the consolidated balance sheets, for those used in a hedging relationship (the interest rate swap - see " Note 8: Debt "). The Warrant and interest rate swap were settled in the last half of 2013. The change in the fair value of the Warrant resulted in a loss of $11.7 million for the year ended December 31, 2013 . The interest rate swap agreement was used for the purpose of minimizing exposure to changes in interest rates and was accounted for as a cash flow hedge. The hedge was perfectly effective through termination, and no ineffectiveness was recorded in the consolidated statements of comprehensive income. |
Fair value of financial instruments | Fair value of financial instruments : The Company measures its cash equivalents, available-for-sale investments, and derivative instruments at fair value. The Company considers the carrying values of accounts receivable, other receivables, 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. Cash equivalents and debt securities are classified within Level 2 of the fair value hierarchy because the Company values its cash equivalents and debt securities utilizing market observable inputs. The contingent consideration liability is related to the Company's acquisition of SimpleTax Software Inc. (“ SimpleTax ”) and is classified within Level 3 of the fair value hierarchy because the Company values the liability utilizing significant inputs not observable in the market. Specifically, the Company has determined the fair value of the contingent consideration liability based on a probability-weighted discounted cash flow analysis, which includes assumptions related to estimating revenues, the probability of payment, and the discount rate. The Company accounts for contingent consideration in accordance with applicable accounting guidance pertaining to business combinations, as disclosed in the accounting policy "Business combinations and intangible assets including goodwill." |
Redeemable non-controlling interests | Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated. Redeemable non-controlling interests: Non-controlling interests that are redeemable at the option of the holder and not solely within the control of the issuer are classified outside of stockholders' equity. In connection with the acquisition of HD Vest, management of that business has retained an ownership interest. The Company is party to put and call arrangements with respect to these interests. These put and call arrangements allow HD Vest management to require the Company to purchase their interests or allow the Company to acquire such interests, respectively. The put arrangements do not meet the definition of a derivative instrument as the put agreements do not provide for net settlement. To the extent that the redemption value of these interests exceeds the value determined by adjusting the carrying value for the subsidiary's attribution of net income (loss), the value of such interests is adjusted to the redemption value with a corresponding adjustment to additional paid-in capital. |
Revenue recognition, general | Revenue recognition, general: The Company recognizes revenue when all four revenue recognition criteria have been met: persuasive evidence of an arrangement exists, the Company has delivered the product or performed the service, the fee is fixed or determinable, and collectibility is probable. Determining whether and when these criteria have been satisfied involves exercising judgment and using estimates and assumptions that can have an impact on the timing and amount of revenue that the Company recognizes. The Company evaluates whether revenue should be presented on a gross basis, which is the amount that a customer pays for the service or product, or on a net basis, which is the customer payment less amounts the Company pays to suppliers. In making that evaluation, the Company primarily considers indicators such as whether the Company is the primary obligor in the arrangement and assumes the risks and rewards as a principal in the customer transaction. The evaluation of these factors, which at times can be contradictory, are subject to significant judgment and subjectivity. |
Tax preparation revenue recognition | Tax preparation revenue recognition : The Company derives service revenue from the sale of tax preparation online services, ancillary service offerings, packaged tax preparation software, and multiple element arrangements that may include a combination of these items. Ancillary service offerings include tax preparation support services, data archive services, e-filing services, bank or reloadable pre-paid debit card services, and other value-added services. This revenue is recorded in the Tax Preparation segment. The Company’s Tax Preparation segment revenue consists primarily of hosted tax preparation online services, tax preparation support services, data archive services, and e-filing services. The Company recognizes revenue from these services as the services are performed and the four revenue recognition criteria described above are met. The Company recognizes revenue from the sale of its packaged software when legal title transfers. This is generally when its customers download the software from the Internet or when the software ships. The bank or reloadable prepaid debit card services are offered to taxpayers as an option to receive their tax refunds in the form of a prepaid bank card or to have the fees for the software and/or services purchased by the customers deducted from their refunds. Other value-added service revenue consists of revenue from revenue sharing and royalty arrangements with third party partners. Revenue for these transactions is recognized when the four revenue recognition criteria described above are met; for some arrangements that is upon filing and for other arrangements that is upon the Company’s determination of when collectibility is probable. For software and/or services that consist of multiple elements, the Company must: (1) determine whether and when each element has been delivered; (2) determine the fair value of each element using the selling price hierarchy of vendor-specific objective evidence (“ VSOE ”) of fair value if available, third-party evidence (“ TPE ”) of fair value if VSOE is not available, and estimated selling price (“ ESP ”) if neither VSOE nor TPE is available; and (3) allocate the total price among the various elements based on the relative selling price method. Once the Company has allocated the total price among the various elements, it recognizes revenue when the revenue recognition criteria described above are met for each element. VSOE generally exists when the Company sells the deliverable separately. When VSOE cannot be established, the Company attempts to establish a selling price for each element based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. When the Company is unable to establish selling price using VSOE or TPE, it uses ESP in its allocation of arrangement consideration. ESP is the estimated price at which the Company would sell the software or service if it were sold on a stand-alone basis. The Company determines ESP for the software or service by considering multiple factors including, but not limited to, historical stand-alone sales, pricing practices, market conditions, competitive landscape, internal costs, and gross margin objectives. In some situations, the Company receives advance payments from its customers. The Company defers revenue associated with these advance payments and recognizes the consideration for each element when the Company ships the software or performs the services, as appropriate. Advance payments related to data archive services are deferred and recognized over the related contractual term. |
Cost of revenue | Cost of revenue: The Company records the cost of revenue for sales of services when the related revenue is recognized. "Services cost of revenue" consists of costs related to the Tax Preparation business, which include royalties, bank product services fees, and costs associated with the operation of its data centers. Data center costs include personnel expenses (salaries, stock-based compensation, benefits, and other employee-related costs), software support and maintenance, bandwidth and hosting costs, and depreciation. Cost of revenue also includes the amortization of acquired technology. |
Engineering and technology expenses | Engineering and technology expenses: Engineering and technology expenses are associated with the research, development, support, and ongoing enhancements of the Company’s offerings, which include personnel expenses (salaries, stock-based compensation, benefits, and other employee-related costs), the cost of temporary help and contractors to augment staffing, software support and maintenance, and professional services fees. |
Sales and marketing expenses | Sales and marketing expenses: Sales and marketing expenses consist principally of marketing expenses associated with the Company’s TaxAct business (which include television, radio, online, text, email, and sponsorship channels) and personnel expenses (salaries, stock-based compensation, benefits, and other employee-related costs) for personnel engaged in marketing and selling activities. Costs for advertising are recorded as expense when the advertisement appears |
General and administrative expenses | General and administrative expenses: General and administrative expenses consist primarily of personnel expenses (salaries, stock-based compensation, benefits, and other employee-related costs), the cost of temporary help and contractors to augment staffing, professional services fees (which include legal, audit, and tax fees), general business development and management expenses, occupancy and general office expenses, business taxes, and insurance expenses. |
Stock-based compensation | Stock-based compensation: The Company measures stock-based compensation at the grant date based on the fair value of the award and recognizes it as expense, net of estimated forfeitures, over the vesting or service period, as applicable, of the stock award using the straight-line method. The Company recognizes stock-based compensation over the vesting period for each separately vesting portion of a share-based award as if they were individual share-based awards. The Company estimates forfeitures at the time of grant and revises those estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. |
Employee benefit plan | Employee benefit plan: The Company has a 401(k) savings plan covering its employees. Eligible employees may contribute through payroll deductions. The Company may match the employees’ 401(k) contributions at the discretion of the Company’s Board of Directors. Pursuant to a continuing resolution, the Company has matched a portion of the 401(k) contributions made by its employees. The amount contributed by the Company ranges from 1% to 4% of an employee's salary, depending upon the percentage contributed by the employee. |
Leases | Leases: The Company leases office space, and these leases are classified as operating leases. |
Income taxes | Income taxes : The Company accounts for income taxes under the asset and liability method, under which deferred tax assets, including net operating loss carryforwards, and liabilities are determined based on temporary differences between the book and tax bases of assets and liabilities. The Company periodically evaluates the likelihood of the realization of deferred tax assets and reduces the carrying amount of the deferred tax assets by a valuation allowance to the extent the Company believes a portion will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including expectations of future taxable income, recent cumulative earnings experience by taxing jurisdiction, and other relevant factors. There is a wide range of possible judgments relating to the valuation of the Company's deferred tax assets. The Company records liabilities to address uncertain tax positions that have been taken in previously filed tax returns or that are expected to be taken in a future tax return. The determination for required liabilities is based upon an analysis of each individual tax position, taking into consideration whether it is more likely than not that the tax position, based on technical merits, will be sustained upon examination. The tax benefit to be recognized in the financial statements from such a position is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the taxing authority. The difference between the amount recognized and the total tax position is recorded as a liability. The ultimate resolution of these tax positions may be greater or less than the liabilities recorded. The Company recognizes interest and penalties related to uncertain tax positions in interest expense and general and administrative expense, respectively. |
Other comprehensive income | Other comprehensive income : Comprehensive income includes net income plus items that are recorded directly to stockholders’ equity, including the net change in unrealized gains and losses on available-for-sale investments and certain derivative instruments as well as foreign currency translation adjustments. Included in the net change in unrealized gains and losses are realized gains or losses, including other-than-temporary impairment losses, included in the determination of net income in the period realized. Amounts reclassified out of other comprehensive income into net income were determined on the basis of specific identification. |
Foreign currency | Foreign currency: The financial position and operating results of the Company's foreign operations are consolidated using the local currency as the functional currency. Assets and liabilities recorded in local currencies are translated at the exchange rate on the balance sheet date, while revenues and expenses are translated at the average exchange rate for the applicable period. Translation adjustments resulting from this process are recorded in " Accumulated other comprehensive loss " on the consolidated balance sheets. The gain or loss on foreign currency transactions, calculated as the difference between the historical exchange rate and the exchange rate at the applicable measurement date, are recorded in " Other loss, net " on the consolidated statements of comprehensive income. |
Concentration of credit risk | Concentration of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, short-term investments, and trade receivables. These instruments are generally unsecured and uninsured. The Company places a significant amount of its cash equivalents and investments with major financial institutions. Accounts receivable are typically unsecured and are derived from revenues earned from customers primarily located in the United States operating in a variety of geographic areas. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. The Company attempts to manage exposure to counterparty credit risk by only entering into agreements with major financial institutions which are expected to be able to fully perform under the terms of the agreement. |
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 those annual reporting periods. 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 those annual reporting periods. 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 adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements. • The other ASU provides guidance related to the balance sheet presentation of debt issuance costs, in which debt issuance costs should be presented as a direct deduction from the carrying amount of the recognized debt, unless the debt issuance costs relate to line-of-credit arrangements, in which case asset presentation of such debt issuance costs would still be permitted. This guidance must be applied retrospectively. The Company adopted this ASU as of December 31, 2015 on a retrospective basis and reclassified debt issuance costs related to arrangements (that were not line-of-credit arrangements) previously reported in "Other long-term assets" to "Long-term debt, net" in the consolidated balance sheet for the year ended December 31, 2014 (see " Note 8: Debt "). The reclassification had no effect on reported revenues, operating income, or cash flows for the periods presented. In November 2015, the FASB issued an ASU on the balance sheet classification of deferred taxes, which would require that deferred tax assets and liabilities be classified as non-current in the balance sheet. Current GAAP requires the presentation of deferred tax assets and liabilities as either current or non-current in the balance sheet. This ASU is effective for annual reporting periods beginning after December 15, 2016, including interim reporting periods within those annual reporting periods. Earlier adoption is permitted. The guidance may be applied either prospectively or retrospectively. The Company adopted this ASU as of December 31, 2015 on a retrospective basis and reclassified current deferred tax assets previously reported in "Prepaid expenses and other current assets, net" to the long-term "Deferred tax liability, net" in the consolidated balance sheet for the year ended December 31, 2014. The reclassification had no effect on reported revenues, operating income, or cash flows for the periods presented. |
Net Income Per Share (Policies)
Net Income Per Share (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share, Policy | " Basic net income (loss) per share " is computed using the weighted average number of shares outstanding during the period. " Diluted net income (loss) per share " is computed using the weighted average number of shares outstanding plus the number of dilutive potential shares outstanding during the period. Dilutive potential shares consist of the incremental shares issuable upon the exercise of outstanding stock options, vesting of unvested RSUs, exercise of the Warrant (for 2013), and conversion or maturity of the Notes. Dilutive potential shares are excluded from the computation of earnings per share if their effect is antidilutive. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Life of Property and Equipment | Depreciation is computed under the straight-line method over the following estimated useful lives: Computer equipment and software 3 years Data center servers 3 years Internally-developed software 3 years Office equipment 7 years Office furniture 7 years Leasehold improvements Shorter of lease term or economic life |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | Valuations were as follows (in thousands): Fair value Tangible assets acquired, including cash acquired of $38,874 $ 77,181 Liabilities assumed (21,845 ) Identifiable net assets acquired $ 55,336 Fair value adjustments for intangible assets: Advisor relationships $ 240,300 Sponsor relationships 16,500 Curriculum 800 Proprietary technology 13,600 Trade name 52,500 Fair value of intangible assets acquired $ 323,700 Purchase price allocation: Cash paid $ 610,500 Plus: promissory note 6,400 Plus: non-controlling interest 15,038 Less: escrow receivable (20,000 ) Purchase price 611,938 Less: identifiable net assets acquired (55,336 ) Less: fair value of intangible assets acquired (323,700 ) Plus: deferred tax liability related to intangible assets 123,484 Excess of purchase price over net assets acquired, allocated to goodwill $ 356,386 |
Business Acquisition, Pro Forma Information | The following pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition occurred at the beginning of each period presented (in thousands): Years ended December 31, 2015 2014 Revenue $ 437,447 $ 408,573 Loss from continuing operations $ (12,793 ) $ (16,727 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | Summarized financial information for discontinued operations is as follows (in thousands): Years ended December 31. 2015 2014 2013 Major classes of items in net income (loss): Revenues $ 352,077 $ 477,001 $ 482,767 Operating expenses (391,702 ) (490,006 ) (404,842 ) Other loss, net (2,673 ) (1,316 ) (55 ) Income (loss) from discontinued operations, before income taxes (42,298 ) (14,321 ) 77,870 Income tax benefit (expense) 14,950 (15,682 ) (27,810 ) Discontinued operations, net of income taxes $ (27,348 ) $ (30,003 ) $ 50,060 December 31. 2015 2014 Major classes of assets and liabilities: Cash $ 2,158 $ 4,476 Accounts receivable, net of allowance 26,352 30,696 Inventories 43,480 29,246 Other current assets 3,182 7,835 Property and equipment, net 9,824 9,400 Goodwill, net 67,201 116,117 Other intangible assets, net 59,006 76,800 Other long-term assets 460 390 Total assets of discontinued operations $ 211,663 $ 274,960 Accounts payable $ 33,295 $ 37,336 Other current liabilities 15,622 15,842 Debt (net of discount and including short-term and long-term portions) 25,000 41,809 Deferred tax liability, net 13,816 19,856 Other long-term liabilities 542 13 Total liabilities of discontinued operations $ 88,275 $ 114,856 |
Business Exit Cost Liability | The following table summarizes the activity in the business exit cost liability (in thousands): Employee-Related Costs Balance as of December 31, 2014 $ — Charges 994 Payments — Adjustments — Balance as of December 31, 2015 $ 994 |
Schedule of Long-term Debt Instruments | The debt in discontinued operations consisted of the following (in thousands): December 31, 2015 December 31, 2014 Principal amount Unamortized discount Net carrying value Principal amount Unamortized discount Net carrying value Monoprice 2013 credit facility $ 25,000 $ — $ 25,000 $ 42,000 $ (191 ) $ 41,809 |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Activity | The following table presents goodwill by reportable segment (in thousands): Wealth Management Tax Preparation Total Balance as of December 31, 2013 $ — $ 188,541 $ 188,541 Additions — — — Foreign currency translation adjustment — — — Balance as of December 31, 2014 — 188,541 188,541 Additions 356,386 4,473 360,859 Foreign currency translation adjustment — (441 ) (441 ) Balance as of December 31, 2015 $ 356,386 $ 192,573 $ 548,959 |
Intangible Assets Other than Goodwill | Intangible assets other than goodwill consisted of the following (in thousands): December 31, 2015 December 31, 2014 Gross carrying amount Accumulated amortization Net Gross carrying amount Accumulated amortization Net Definite-lived intangible assets: Customer relationships $ 101,681 $ (49,664 ) $ 52,017 $ 101,600 $ (37,052 ) $ 64,548 Advisor relationships 240,300 — 240,300 — — — Sponsor relationships 16,500 — 16,500 — — — Curriculum 800 — 800 — — — Technology 43,948 (29,270 ) 14,678 29,800 (21,729 ) 8,071 Total definite-lived intangible assets 403,229 (78,934 ) 324,295 131,400 (58,781 ) 72,619 Indefinite-lived intangible assets: Trade names 72,000 — 72,000 19,500 — 19,500 Total $ 475,229 $ (78,934 ) $ 396,295 $ 150,900 $ (58,781 ) $ 92,119 |
Summary of Amortization Expense | Amortization expense was as follows (in thousands): Years ended December 31. 2015 2014 2013 Statement of comprehensive income line item: Cost of revenue $ 7,546 $ 7,450 $ 7,450 Amortization of other acquired intangible assets 12,757 12,742 12,692 Total $ 20,303 $ 20,192 $ 20,142 |
Information About Expected Amortization of Definite-Lived Intangible Assets | Expected amortization of definite-lived intangible assets held as of December 31, 2015 is as follows (in thousands): 2016 2017 2018 2019 2020 Thereafter Total Statement of comprehensive income line item: Cost of revenue $ 804 $ 183 $ 91 $ — $ — $ — $ 1,078 Amortization of other acquired intangible assets 33,262 33,263 33,263 33,263 21,444 168,722 323,217 Total $ 34,066 $ 33,446 $ 33,354 $ 33,263 $ 21,444 $ 168,722 $ 324,295 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy of Financial Assets and Liabilities Carried at Fair Value and Measured on Recurring Basis | The fair value hierarchy of the Company's financial assets carried at fair value and measured on a recurring basis was as follows (in thousands): December 31, 2015 Fair value measurements at the reporting date using 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 $ 5,410 $ — $ 5,410 $ — Available-for-sale investments: Debt securities: U.S. government securities 11,301 — 11,301 — Total assets at fair value $ 16,711 $ — $ 16,711 $ — Contingent consideration liability $ 2,951 $ — $ — $ 2,951 Total liabilities at fair value $ 2,951 $ — $ — $ 2,951 December 31, 2014 Fair value measurements at the reporting date using 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 $ 8,322 $ — $ 8,322 $ — Time deposits 1,242 — 1,242 — Taxable municipal bonds 4,754 — 4,754 — Total cash equivalents 14,318 — 14,318 — 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 — Total assets at fair value $ 265,938 $ — $ 265,938 $ — |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | A reconciliation of changes in Level 3 items measured at fair value on a recurring basis was as follows (in thousands): Contingent consideration liability: Balance as of December 31, 2014 $ — Initial estimate upon acquisition 3,274 Foreign currency transaction gain (323 ) Balance as of December 31, 2015 $ 2,951 |
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 as of December 31, 2015 $ 11,316 $ — $ (15 ) $ 11,301 Balance as of December 31, 2014 $ 251,673 $ 16 $ (69 ) $ 251,620 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Balance Sheet Related Disclosures [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets, net consisted of the following (in thousands): December 31, 2015 2014 Prepaid expenses $ 9,893 $ 6,170 Other current assets, net 169 296 Total prepaid expenses and other current assets, net $ 10,062 $ 6,466 |
Property and Equipment | Property and equipment, net consisted of the following (in thousands): December 31, 2015 2014 Computer equipment and data center $ 5,383 $ 4,293 Purchased software 2,115 1,124 Internally-developed software 1,999 702 Office equipment 587 480 Office furniture 1,529 1,375 Leasehold improvements and other 6,131 3,821 17,744 11,795 Accumulated depreciation (6,915 ) (5,550 ) 10,829 6,245 Capital projects in progress 479 297 Total property and equipment, net $ 11,308 $ 6,542 |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2015 2014 Salaries and related expenses $ 7,581 $ 2,436 Accrued interest on Notes (see Note 8) 2,138 2,138 Other 3,287 2,653 Total accrued expenses and other current liabilities $ 13,006 $ 7,227 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Debt | The Company’s debt consisted of the following (in thousands): December 31, 2015 December 31, 2014 Unamortized Unamortized Principal amount Discount Debt issuance costs Net carrying value Principal amount Discount Debt issuance costs Net carrying value TaxAct - HD Vest 2015 credit facility $ 400,000 $ (12,000 ) $ (8,919 ) $ 379,081 $ — $ — $ — $ — TaxAct 2013 credit facility — — — — 51,940 — — 51,940 Convertible Senior Notes 201,250 (12,207 ) (3,125 ) 185,918 201,250 (16,073 ) (4,114 ) 181,063 Note payable, related party 6,400 — — 6,400 — — — — Total debt $ 607,650 $ (24,207 ) $ (12,044 ) $ 571,399 $ 253,190 $ (16,073 ) $ (4,114 ) $ 233,003 |
Analysis of Extinguishment or Modification of Debt | On August 30, 2013, the Company performed an analysis by creditor to determine whether the refinancing would be recorded as an extinguishment or a modification of debt and, as a result of this analysis, recognized a loss on partial extinguishment of debt comprised of the following (in thousands): Refinancing fees paid to creditors, including arrangement fee, classified as extinguishment $ 567 Deferred financing costs on extinguished debt 726 Debt discount on extinguished debt 300 Total $ 1,593 |
Schedule of Total Interest Expense on Convertible Senior Notes | The following table sets forth total interest expense related to the Notes (in thousands): Years ended December 31, 2015 2014 2013 Contractual interest expense (Cash) $ 8,553 $ 8,553 $ 6,795 Amortization of debt issuance costs (Non-cash) 989 920 684 Accretion of debt discount (Non-cash) 3,866 3,594 2,674 Total interest expense $ 13,408 $ 13,067 $ 10,153 Effective interest rate of the liability component 7.32 % 7.32 % 7.32 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Contractual Commitments | The Company's contractual commitments are as follows for years ending December 31 (in thousands): 2016 2017 2018 2019 2020 Thereafter Total Operating lease commitments $ 3,871 $ 3,945 $ 4,026 $ 4,105 $ 3,795 $ 6,098 $ 25,840 Purchase commitments 3,082 3,002 2,530 — — — 8,614 Debt commitments 33,200 32,560 20,640 221,250 10,000 290,000 607,650 Interest on Notes 8,553 8,553 8,553 4,277 — — 29,936 Acquisition-related contingent consideration liability — 723 962 1,266 — — 2,951 Total $ 48,706 $ 48,783 $ 36,711 $ 230,898 $ 13,795 $ 296,098 $ 674,991 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Repurchase Agreements | The Company had the following open-market share purchase activity, exclusive of purchase and administrative costs (in thousands, except per share data): Total Number of Shares Purchased Average Price Paid per Share Total Cost Year ended December 31, 2015 551 $ 14.01 $ 7,713 Year ended December 31, 2014 2,289 $ 16.85 $ 38,558 Year ended December 31, 2013 418 $ 23.95 $ 9,990 |
Summary of Components of Accumulated Other Comprehensive Income | The following table provides information about activity in other comprehensive income (in thousands): Unrealized gain (loss) on investments Foreign currency translation adjustment Unrealized gain (loss) on derivative instrument Total Balance as of December 31, 2012 $ (10 ) $ — $ (266 ) $ (276 ) Other comprehensive income 10 — 266 276 Balance as of December 31, 2013 — — — — Other comprehensive loss (1,113 ) — — (1,113 ) Balance as of December 31, 2014 (1,113 ) — — (1,113 ) Other comprehensive income (loss) 1,103 (517 ) — 586 Balance as of December 31, 2015 $ (10 ) $ (517 ) $ — $ (527 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Options, RSUs and MSUs | A summary of the general terms of stock options and RSUs at December 31, 2015 was as follows: Number of shares authorized for awards 12,040,839 Options and RSUs outstanding 6,403,859 Options and RSUs expected to vest 5,956,538 Options and RSUs available for grant 5,285,862 |
Stock Incentive Plans Activity | The following activity occurred under the Company’s stock incentive plans: Options Weighted average exercise price Intrinsic value Weighted average remaining contractual term (in years) Stock options: Outstanding December 31, 2014 4,343,825 $ 14.21 Granted 1,794,763 $ 13.34 Forfeited (378,509 ) $ 16.97 Expired (115,745 ) $ 17.49 Exercised (248,574 ) $ 9.69 Outstanding December 31, 2015 5,395,760 $ 13.87 $ 1,512 4.3 Exercisable December 31, 2015 3,004,907 $ 13.00 $ 1,512 3.0 Vested and expected to vest after December 31, 2015 5,093,188 $ 13.85 $ 1,512 4.2 Stock units Weighted average grant date fair value Intrinsic value Weighted average remaining contractual term (in years) RSUs: Outstanding December 31, 2014 753,422 $ 17.88 Granted 837,419 $ 13.67 Forfeited (200,676 ) $ 16.55 Vested (382,066 ) $ 17.65 Outstanding December 31, 2015 1,008,099 $ 14.73 $ 9,879 1.0 Expected to vest after December 31, 2015 863,350 $ 14.77 $ 8,461 0.9 |
Schedule of Supplemental Information | Supplemental information is presented below: Years ended December 31, 2015 2014 2013 Stock options: Weighted average grant date fair value per share granted $ 3.65 $ 5.67 $ 5.05 Total intrinsic value of options exercised (in thousands) $ 1,072 $ 3,600 $ 2,626 Total fair value of options vested (in thousands) $ 4,416 $ 4,000 $ 2,410 RSUs: Weighted average grant date fair value per unit granted $ 13.67 $ 18.44 $ 18.86 Total intrinsic value of units vested (in thousands) $ 5,437 $ 8,315 $ 7,986 Total fair value of units vested (in thousands) $ 6,742 $ 6,560 $ 5,163 |
Stock-Based Compensation Expense | The Company included the following amounts for stock-based compensation expense, which related to stock options, RSUs, and the ESPP, in the consolidated statements of comprehensive income (in thousands): Years ended December 31, 2015 2014 2013 Cost of revenue $ 96 $ 254 $ 459 Engineering and technology 484 516 567 Sales and marketing 771 829 671 General and administrative 7,343 7,095 6,802 Total in continuing operations 8,694 8,694 8,499 Discontinued operations 4,402 3,190 3,028 Total $ 13,096 $ 11,884 $ 11,527 Total excluded and capitalized as part of internal-use software $ 135 $ 106 $ 115 |
Stock Option Grants and Warrant | To estimate stock-based compensation expense, the Company used the Black-Scholes-Merton valuation method with the following assumptions for stock options granted: Years ended December 31, 2015 2014 2013 Risk-free interest rate 0.21% - 1.33% 0.11% - 1.31% 0.25% - 1.06% Expected dividend yield 0 % 0 % 0 % Expected volatility 34% - 40% 35% - 43% 40% - 46% Expected life 3.0 years 3.0 years 3.2 years |
Unrecognized Stock-Based Compensation Expense | As of December 31, 2015 , total unrecognized stock-based compensation expense related to unvested stock awards is as follows: Expense (in thousands) Weighted average period over which to be recognized (in years) Stock options $ 2,566 1.2 RSUs 2,753 1.2 Total for continuing operations $ 5,319 1.2 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Information on Reportable Segments for Reconciliation to Consolidated Net Income | Information on the reportable segments currently presented to the Company’s chief operating decision maker and a reconciliation to consolidated net income are presented below (in thousands): Years ended December 31, 2015 2014 2013 Revenue: Tax Preparation $ 117,708 $ 103,719 $ 91,213 Operating income (loss): Tax Preparation 56,984 49,696 40,599 Corporate-level activity (61,791 ) (45,093 ) (44,077 ) Total operating income (loss) (4,807 ) 4,603 (3,478 ) Other loss, net (12,542 ) (13,489 ) (29,568 ) Loss from continuing operations before income taxes (17,349 ) (8,886 ) (33,046 ) Income tax benefit 4,623 3,342 7,385 Loss from continuing operations (12,726 ) (5,544 ) (25,661 ) Discontinued operations, net of income taxes (27,348 ) (30,003 ) 50,060 Net income (loss) $ (40,074 ) $ (35,547 ) $ 24,399 |
Other Loss, Net (Tables)
Other Loss, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Loss Net | " Other loss, net " consisted of the following (in thousands): Years ended December 31, 2015 2014 2013 Interest income $ (609 ) $ (355 ) $ (300 ) Interest expense (see Note 8) 9,044 9,476 9,266 Amortization of debt issuance costs (see Note 8) 1,133 1,059 1,099 Accretion of debt discounts (see Note 8) 3,866 3,594 2,826 Loss on debt extinguishment and modification expense (see Note 8) 398 — 1,593 Loss on derivative instrument (see Notes 2 and 10) — — 11,652 Impairment of equity investment in privately-held company — — 3,711 Gain on third party bankruptcy settlement (1,128 ) (286 ) (539 ) Other (162 ) 1 260 Other loss, net $ 12,542 $ 13,489 $ 29,568 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense (Benefit) from Continuing Operations | Income tax benefit consisted of the following (in thousands): Years ended December 31, 2015 2014 2013 Current: U.S. federal $ 7,470 $ 6,306 $ 4,175 State 514 210 41 Total current expense 7,984 6,516 4,216 Deferred: U.S. federal (12,004 ) (9,800 ) (10,902 ) State (538 ) (58 ) (699 ) Foreign (65 ) — — Total deferred benefit (12,607 ) (9,858 ) (11,601 ) Income tax benefit $ (4,623 ) $ (3,342 ) $ (7,385 ) |
Income Tax Expense (Benefit) from Continuing Operations Differed from Amount Computed by Applying Statutory Federal Income Tax Rate | Income tax benefit differed from the amount computed by applying the statutory federal income tax rate of 35% as follows (in thousands): Years ended December 31, 2015 2014 2013 Income tax benefit at the statutory federal income tax rate $ (6,072 ) $ (3,110 ) $ (11,566 ) State income taxes, net of federal benefit (15 ) 99 (363 ) Deductible domestic manufacturing costs (787 ) (594 ) (395 ) Non-deductible compensation 27 569 221 Non-deductible acquisition-related transaction costs (see Note 3) 2,524 — — Non-deductible loss on derivative instrument (the Warrant, see Note 10) — — 4,078 Change in liabilities for uncertain tax positions — (72 ) (201 ) Change in valuation allowance on unrealized capital losses (223 ) (117 ) 1,108 Other (77 ) (117 ) (267 ) Income tax benefit $ (4,623 ) $ (3,342 ) $ (7,385 ) |
Deferred Tax Assets and Liabilities | The tax effect of temporary differences and net operating loss carryforwards that gave rise to the Company’s deferred tax assets and liabilities were as follows (in thousands): December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 182,599 $ 199,635 Accrued compensation 12,519 1,151 Deferred revenue 3,845 2,738 Tax credit carryforwards 10,797 10,370 Stock-based compensation 8,416 6,800 Basis difference in discontinued E-Commerce business 33,871 — Other, net 6,720 5,471 Total gross deferred tax assets 258,767 226,165 Valuation allowance (217,452 ) (211,865 ) Deferred tax assets, net of valuation allowance 41,315 14,300 Deferred tax liabilities: Depreciation and amortization (140,035 ) (28,815 ) Discount on Notes (4,422 ) (5,767 ) Other, net (378 ) — Total gross deferred tax liabilities (144,835 ) (34,582 ) Net deferred tax liabilities $ (103,520 ) $ (20,282 ) |
Changes in Valuation Allowance for Deferred Tax Assets | The changes in the valuation allowance for deferred tax assets are shown below (in thousands): Years ended December 31, 2015 2014 Balance at beginning of year $ 211,865 $ 235,730 Net changes to deferred tax assets, subject to a valuation allowance 5,587 (23,865 ) Balance at end of year $ 217,452 $ 211,865 |
Reconciliation of Unrecognized Tax Benefit Balances | A reconciliation of the unrecognized tax benefit balances is as follows (in thousands): Years ended December 31, 2015 2014 2013 Balance at beginning of year $ 18,403 $ 18,537 $ 19,088 Gross increases for tax positions of prior years 2,708 126 219 Gross decreases for tax positions of prior years (9 ) (199 ) (101 ) Gross increases for tax positions of current year 751 — — Settlements (112 ) (61 ) (562 ) Lapse of statute of limitations — — (107 ) Balance at end of year $ 21,741 $ 18,403 $ 18,537 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 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): Years ended December 31, 2015 2014 2013 Weighted average shares outstanding, basic 40,959 41,396 41,201 Dilutive potential shares — — — Weighted average shares outstanding, diluted 40,959 41,396 41,201 Shares excluded 5,975 5,468 5,915 |
The Company and Basis of Pres41
The Company and Basis of Presentation - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of segments | 2 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Summary of Estimated Useful Life of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Computer equipment and software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Data center servers [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Internally-developed software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Office furniture [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Leasehold improvements and other [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of lease term or economic life |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary Of Significant Accounting Policy [Line Items] | |||
Software development costs | $ 300,000 | $ 300,000 | $ 0 |
Equity investments | 0 | ||
Loss on derivative instrument | 0 | 0 | 11,652,000 |
Research and development expenses | 4,800,000 | 2,800,000 | 2,600,000 |
Advertising expense | 35,500,000 | 33,400,000 | 32,900,000 |
Prepaid advertising costs | 3,900,000 | 3,600,000 | |
Company contribution for employees | 600,000 | $ 300,000 | $ 300,000 |
Interest rate contract (interest rate swap) [Member] | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Swap agreements outstanding | $ 0 | ||
Minimum [Member] | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Amount contributed to employee benefit plan, percentage of an employees salary | 1.00% | ||
Maximum [Member] | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Amount contributed to employee benefit plan, percentage of an employees salary | 4.00% |
Business Combinations - HD Vest
Business Combinations - HD Vest Additional Information (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Credit facility borrowed | $ 607,650,000 | $ 607,650,000 | $ 253,190,000 | |
Finite-lived intangible asset, useful life | 147 months | |||
Debt issuance costs | $ 714,000 | |||
Notes payable, other payables [Member] | President [Member] | ||||
Business Acquisition [Line Items] | ||||
Term | 3 years | |||
Fixed interest rate | 5.00% | 5.00% | ||
Advisor relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 168 months | |||
Sponsor Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 216 months | |||
Curriculum [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 48 months | |||
TaxACT - HD Vest 2015 credit facility [Member] | ||||
Business Acquisition [Line Items] | ||||
Credit facility borrowed | $ 400,000,000 | $ 400,000,000 | $ 0 | |
HD Vest [Member] | ||||
Business Acquisition [Line Items] | ||||
Date of acquisition | Dec. 31, 2015 | |||
Purchase price | $ 611,938,000 | |||
Ownership percentage | 95.52% | 95.52% | ||
Noncontrolling interest ownership percentage | 4.48% | 4.48% | ||
Cash paid | $ 610,500,000 | |||
Business combination, contingent consideration | $ 20,000,000 | 20,000,000 | ||
Business combination, acquired accounts receivable, gross contractual amount | 21,600,000 | 21,600,000 | ||
HD Vest [Member] | General and administrative [Member] | ||||
Business Acquisition [Line Items] | ||||
Transaction costs | 11,000,000 | $ 11,000,000 | ||
HD Vest [Member] | Advisor relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 14 years | |||
HD Vest [Member] | Sponsor Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 18 years | |||
HD Vest [Member] | Curriculum [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 4 years | |||
HD Vest [Member] | Developed Technology Rights [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 6 years | |||
HD Vest [Member] | TaxACT - HD Vest 2015 credit facility [Member] | Term loan [Member] | ||||
Business Acquisition [Line Items] | ||||
Credit facility borrowed | $ 400,000,000 | $ 400,000,000 | ||
Debt issuance costs | $ 21,800,000 |
Business Combinations - HD Ve45
Business Combinations - HD Vest Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Excess of purchase price over net assets acquired, allocated to goodwill | $ 548,959 | $ 188,541 |
HD Vest [Member] | ||
Business Acquisition [Line Items] | ||
Tangible assets acquired, including cash acquired of $38,874 | 77,181 | |
Business combination, cash acquired | 38,874 | |
Liabilities assumed | (21,845) | |
Identifiable net assets acquired | 55,336 | |
Business combination, intangible assets other than goodwill | 323,700 | |
Cash paid | 610,500 | |
Plus: non-controlling interest | 15,038 | |
Less: escrow receivable | (20,000) | |
Purchase price | 611,938 | |
Less: identifiable net assets acquired | (55,336) | |
Less: fair value of intangible assets acquired | (323,700) | |
Plus: deferred tax liability related to intangible assets | 123,484 | |
Excess of purchase price over net assets acquired, allocated to goodwill | 356,386 | |
HD Vest [Member] | Notes payable, other payables [Member] | President [Member] | ||
Business Acquisition [Line Items] | ||
Plus: promissory note | 6,400 | |
HD Vest [Member] | Advisor relationships [Member] | ||
Business Acquisition [Line Items] | ||
Business combination, intangible assets other than goodwill | 240,300 | |
Less: fair value of intangible assets acquired | (240,300) | |
HD Vest [Member] | Sponsor Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Business combination, intangible assets other than goodwill | 16,500 | |
Less: fair value of intangible assets acquired | (16,500) | |
HD Vest [Member] | Curriculum [Member] | ||
Business Acquisition [Line Items] | ||
Business combination, intangible assets other than goodwill | 800 | |
Less: fair value of intangible assets acquired | (800) | |
HD Vest [Member] | Developed Technology Rights [Member] | ||
Business Acquisition [Line Items] | ||
Business combination, intangible assets other than goodwill | 13,600 | |
Less: fair value of intangible assets acquired | (13,600) | |
HD Vest [Member] | Trade name [Member] | ||
Business Acquisition [Line Items] | ||
Business combination, intangible assets other than goodwill | 52,500 | |
Less: fair value of intangible assets acquired | $ (52,500) |
Business Combination- HD Vest P
Business Combination- HD Vest Pro Forma (Details) - HD Vest [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Revenue | $ 437,447 | $ 408,573 |
Loss from continuing operations | $ (12,793) | $ (16,727) |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ in Thousands, CAD in Millions | Jul. 02, 2015USD ($) | Jul. 02, 2015CAD | Oct. 04, 2013USD ($) | Dec. 31, 2015USD ($) | Jul. 02, 2015CAD | Dec. 31, 2014USD ($) |
Business Acquisition [Line Items] | ||||||
Contingent consideration liability | $ 2,951 | |||||
Goodwill, net | 548,959 | $ 188,541 | ||||
Simple Tax [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Date of acquisition | Jul. 2, 2015 | Jul. 2, 2015 | ||||
Cash paid for acquisition | $ 1,900 | CAD 2.4 | ||||
Contingent consideration liability | $ 3,700 | CAD 4.6 | ||||
Period of performance for contingent consideration | 3 years | 3 years | ||||
Contingent consideration liability | $ 3,300 | $ 3,300 | 4.1 | |||
Business combination, intangible assets other than goodwill | 900 | 1.2 | ||||
Goodwill, net | $ 4,500 | CAD 5.6 | ||||
Balance Financial [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Date of acquisition | Oct. 4, 2013 | |||||
Cash paid for acquisition | $ 4,900 | |||||
Business combination, intangible assets other than goodwill | 800 | |||||
Indemnifications related to general representations and warranties | 700 | |||||
Escrow period expire date | Apr. 4, 2015 | |||||
Identifiable net assets acquired | 1,000 | |||||
Goodwill, net | $ 3,100 |
Discontinued Operations- Income
Discontinued Operations- Income Statement and Balance Sheet (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Major classes of items in net income (loss): | |||
Discontinued operation, revenues | $ 352,077 | $ 477,001 | $ 482,767 |
Discontinued operation, operating expenses | (391,702) | (490,006) | (404,842) |
Discontinued operation, other loss, net | (2,673) | (1,316) | (55) |
Discontinued operation, income (loss) from discontinued operation, before income taxes | (42,298) | (14,321) | 77,870 |
Discontinued operation, income tax benefit (expense) | 14,950 | (15,682) | (27,810) |
Income (loss) from discontinued operations, net of income taxes | (27,348) | (30,003) | $ 50,060 |
Major classes of assets and liabilities: | |||
Cash | 2,158 | 4,476 | |
Accounts receivable, net of allowance | 26,352 | 30,696 | |
Inventories | 43,480 | 29,246 | |
Other current assets | 3,182 | 7,835 | |
Property and equipment, net | 9,824 | 9,400 | |
Goodwill, net | 67,201 | 116,117 | |
Other intangible assets, net | 59,006 | 76,800 | |
Other long-term assets | 460 | 390 | |
Total assets of discontinued operations | 211,663 | 274,960 | |
Accounts payable | 33,295 | 37,336 | |
Other current liabilities | 15,622 | 15,842 | |
Debt (net of discount and including short-term and long-term portions) | 25,000 | 41,809 | |
Deferred tax liability, net | 13,816 | 19,856 | |
Other long-term liabilities | 542 | 13 | |
Total liabilities of discontinued operations | $ 88,275 | $ 114,856 |
Discontinued Operations- Busine
Discontinued Operations- Business Exit Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Business Exit Cost Liability [Line Items] | |
Business exit costs | $ 3,000 |
Employee-related costs [Member] | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | 0 |
Charges | 994 |
Payments | 0 |
Adjustments | 0 |
Restructuring reserve, ending balance | $ 994 |
Discontinued Operations- Goodwi
Discontinued Operations- Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Goodwill, net | $ 188,541 | $ 548,959 | |
Search and Content [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairments | $ (15,100) | ||
Goodwill, net | $ 44,800 | ||
E-Commerce [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairments | (33,800) | (59,400) | |
Goodwill, net | 22,400 | ||
Trade name [Member] | HSW [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Trade names impairment | 5,900 | ||
Trade names | 0 | ||
Trade name [Member] | Monoprice Inc [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Trade names impairment | 4,200 | $ 3,200 | |
Trade names | $ 30,600 |
Discontinued Operations- Debt (
Discontinued Operations- Debt (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Nov. 22, 2013 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Credit facility borrowed | $ 607,650,000 | $ 253,190,000 | |
Unamortized discount | (24,207,000) | (16,073,000) | |
Net carrying value | $ 571,399,000 | 233,003,000 | |
Monoprice Credit Facility [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Credit facility payment terms | Monoprice has the right to permanently reduce, without premium or penalty, the entire credit facility at any time or portions of the credit facility in an aggregate principal amount not less than $1.0 million or any whole multiple of $1.0 million in excess thereof (for swingline loans, the aggregate principal amount is not less than $0.1 million and any whole multiple of $0.1 million in excess thereof). | ||
Credit facility, interest rate description | The interest rate is variable, based upon, at the election of Monoprice, either LIBOR plus a margin of between 2.75% and 3.25%, payable each interest period, or a variable rate plus a margin of between 1.75% and 2.25%, payable quarterly. In each case, the applicable margin within the range depends upon Monoprice’s ratio of leverage to EBITDA over the previous four quarters. | ||
Credit facility borrowed | $ 25,000,000 | 42,000,000 | $ 50,000,000 |
Unamortized discount | 0 | (191,000) | |
Net carrying value | $ 25,000,000 | 41,809,000 | |
Agreement date | Nov. 22, 2013 | ||
Final maturity date of credit facility | Nov. 22, 2018 | ||
Principal repayments | $ (17,000,000) | $ (8,000,000) | |
Periodic payment, principal | 1,000,000 | ||
Periodic payment, principle multiple | 1,000,000 | ||
Monoprice Credit Facility [Member] | Revolving credit facility [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Credit facility | 30,000,000 | ||
Monoprice Credit Facility [Member] | Letter of credit [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Credit facility | 5,000,000 | ||
Monoprice Credit Facility [Member] | Swingline loans [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Credit facility | 5,000,000 | ||
Periodic payment, principal | 100,000 | ||
Periodic payment, principle multiple | $ 100,000 | ||
Monoprice Credit Facility [Member] | Term loan [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Credit facility | $ 40,000,000 | ||
Minimum [Member] | Monoprice Credit Facility [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Credit facility, variable interest rate | 1.75% | ||
Maximum [Member] | Monoprice Credit Facility [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Credit facility, variable interest rate | 2.25% | ||
LIBOR Rate [Member] | Minimum [Member] | Monoprice Credit Facility [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Credit facility, variable interest rate | 2.75% | ||
LIBOR Rate [Member] | Maximum [Member] | Monoprice Credit Facility [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Credit facility, variable interest rate | 3.25% |
Goodwill and Other Intangible52
Goodwill and Other Intangible Assets - Summary of Goodwill Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning balance | $ 188,541 | $ 188,541 |
Additions | 360,859 | 0 |
Foreign currency translation adjustment | (441) | 0 |
Goodwill, gross, ending balance | 548,959 | 188,541 |
Wealth Management [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning balance | 0 | 0 |
Additions | 356,386 | 0 |
Foreign currency translation adjustment | 0 | 0 |
Goodwill, gross, ending balance | 356,386 | 0 |
Tax Preparation [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning balance | 188,541 | 188,541 |
Additions | 4,473 | 0 |
Foreign currency translation adjustment | (441) | 0 |
Goodwill, gross, ending balance | $ 192,573 | $ 188,541 |
Goodwill and Other Intangible53
Goodwill and Other Intangible Assets - Intangible Assets Other Than Goodwill (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | $ 403,229 | $ 131,400 |
Accumulated amortization | (78,934) | (58,781) |
Net | 324,295 | 72,619 |
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Gross carrying amount | 475,229 | 150,900 |
Accumulated amortization | (78,934) | (58,781) |
Net | 396,295 | 92,119 |
Trade name [Member] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Gross carrying amount | 72,000 | 19,500 |
Net | 72,000 | 19,500 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | 101,681 | 101,600 |
Accumulated amortization | (49,664) | (37,052) |
Net | 52,017 | 64,548 |
Advisor relationships [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | 240,300 | |
Net | 240,300 | |
Sponsor Relationships [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | 16,500 | |
Net | 16,500 | |
Curriculum [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | 800 | |
Net | 800 | |
Technology [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | 43,948 | 29,800 |
Accumulated amortization | (29,270) | (21,729) |
Net | $ 14,678 | $ 8,071 |
Goodwill and Other Intangible54
Goodwill and Other Intangible Assets - Summary of Amortized Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of acquired technology | $ 7,546 | $ 7,450 | $ 7,450 |
Amortization of other acquired intangible assets | 12,757 | 12,742 | 12,692 |
Amortization expense | $ 20,303 | $ 20,192 | $ 20,142 |
Goodwill and Other Intangible55
Goodwill and Other Intangible Assets - Information About Expected Amortization of Definite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
2,016 | $ 34,066 | |
2,017 | 33,446 | |
2,018 | 33,354 | |
2,019 | 33,263 | |
2,020 | 21,444 | |
Thereafter | 168,722 | |
Net | 324,295 | $ 72,619 |
Services cost of revenue [Member} | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,016 | 804 | |
2,017 | 183 | |
2,018 | 91 | |
2,019 | 0 | |
2,020 | 0 | |
Thereafter | 0 | |
Net | 1,078 | |
Amortization of other acquired intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,016 | 33,262 | |
2,017 | 33,263 | |
2,018 | 33,263 | |
2,019 | 33,263 | |
2,020 | 21,444 | |
Thereafter | 168,722 | |
Net | $ 323,217 |
Goodwill and Other Intangible56
Goodwill and Other Intangible Assets - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 147 months |
Customer relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 49 months |
Advisor relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 168 months |
Sponsor Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 216 months |
Curriculum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 48 months |
Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 68 months |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Hierarchy of Financial Assets and Liabilities Carried at Fair Value and Measured on Recurring Basis (Detail) - Fair value measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Cash equivalents: | ||
Total cash equivalents | $ 14,318 | |
Debt securities: | ||
Available-for-sale debt securities | 251,620 | |
Total assets | $ 16,711 | 265,938 |
Total liabilities at fair value | 2,951 | |
Contingent consideration liability [Member] | ||
Debt securities: | ||
Total liabilities at fair value | 2,951 | |
U.S. government securities [Member] | ||
Debt securities: | ||
Available-for-sale debt securities | 11,301 | 100,818 |
Money market and other funds [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 5,410 | 8,322 |
International government securities [Member] | ||
Debt securities: | ||
Available-for-sale debt securities | 6,560 | |
Commercial paper [Member] | ||
Debt securities: | ||
Available-for-sale debt securities | 24,589 | |
Time deposits [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 1,242 | |
Debt securities: | ||
Available-for-sale debt securities | 30,759 | |
Corporate bonds [Member] | ||
Debt securities: | ||
Available-for-sale debt securities | 1,528 | |
Taxable municipal bonds [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 4,754 | |
Debt securities: | ||
Available-for-sale debt securities | 87,366 | |
Quoted prices in active markets using identical assets (Level 1) [Member] | ||
Debt securities: | ||
Total liabilities at fair value | 0 | |
Quoted prices in active markets using identical assets (Level 1) [Member] | Contingent consideration liability [Member] | ||
Debt securities: | ||
Total liabilities at fair value | 0 | |
Significant other observable inputs (Level 2) [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 14,318 | |
Debt securities: | ||
Available-for-sale debt securities | 251,620 | |
Total assets | 16,711 | 265,938 |
Total liabilities at fair value | 0 | |
Significant other observable inputs (Level 2) [Member] | Contingent consideration liability [Member] | ||
Debt securities: | ||
Total liabilities at fair value | 0 | |
Significant other observable inputs (Level 2) [Member] | U.S. government securities [Member] | ||
Debt securities: | ||
Available-for-sale debt securities | 11,301 | 100,818 |
Significant other observable inputs (Level 2) [Member] | Money market and other funds [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 5,410 | 8,322 |
Significant other observable inputs (Level 2) [Member] | International government securities [Member] | ||
Debt securities: | ||
Available-for-sale debt securities | 6,560 | |
Significant other observable inputs (Level 2) [Member] | Commercial paper [Member] | ||
Debt securities: | ||
Available-for-sale debt securities | 24,589 | |
Significant other observable inputs (Level 2) [Member] | Time deposits [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 1,242 | |
Debt securities: | ||
Available-for-sale debt securities | 30,759 | |
Significant other observable inputs (Level 2) [Member] | Corporate bonds [Member] | ||
Debt securities: | ||
Available-for-sale debt securities | 1,528 | |
Significant other observable inputs (Level 2) [Member] | Taxable municipal bonds [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 4,754 | |
Debt securities: | ||
Available-for-sale debt securities | $ 87,366 | |
Significant unobservable inputs (Level 3) [Member] | ||
Debt securities: | ||
Total liabilities at fair value | 2,951 | |
Significant unobservable inputs (Level 3) [Member] | Contingent consideration liability [Member] | ||
Debt securities: | ||
Total liabilities at fair value | $ 2,951 |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements- Reconciliation of Unobservable Inputs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Contingent consideration liability: | |
Beginning balance | $ 0 |
Initial estimate upon acquisition | 3,274 |
Foreign currency transaction gain | (323) |
Ending balance | $ 2,951 |
Fair Value Measurements Fair 59
Fair Value Measurements Fair Value Measurements- Contingent Consideration Liability (Details) $ in Thousands, CAD in Millions | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Jul. 02, 2015USD ($) | Jul. 02, 2015CAD | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Undiscounted contingent consideration liability | $ 2,951 | ||
Simple Tax [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Undiscounted contingent consideration liability | $ 3,300 | $ 3,300 | CAD 4.1 |
Fair value inputs, probability of payment | 100.00% | ||
Fair value inputs, discount rate | 9.00% |
Fair Value Measurements - Inves
Fair Value Measurements - Investments Classified as Available-for-Sale (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||
Available-for-sale Investments, amortized cost | $ 11,316 | $ 251,673 |
Available-for-sale Investments, gross unrealized gains | 0 | 16 |
Available-for-sale Investments, gross unrealized losses | (15) | (69) |
Available-for-sale Investments | $ 11,301 | $ 251,620 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Prepaid expenses and other current assets, net | ||
Prepaid expenses | $ 9,893 | $ 6,170 |
Other current assets, net | 169 | 296 |
Total prepaid expenses and other current assets, net | $ 10,062 | $ 6,466 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property and equipment | ||
Property and equipment, Gross | $ 17,744 | $ 11,795 |
Accumulated depreciation | (6,915) | (5,550) |
Property and equipment | 10,829 | 6,245 |
Capital projects in progress | 479 | 297 |
Total property and equipment, net | 11,308 | 6,542 |
Computer equipment and data center [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 5,383 | 4,293 |
Purchased Software [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 2,115 | 1,124 |
Internally-developed software [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 1,999 | 702 |
Total property and equipment, net | 1,700 | 700 |
Office equipment [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 587 | 480 |
Office furniture [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 1,529 | 1,375 |
Leasehold improvements and other [Member] | ||
Property and equipment | ||
Property and equipment, Gross | $ 6,131 | $ 3,821 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 1,521 | $ 1,300 | $ 1,238 |
Definite-lived intangible assets, net | 11,308 | 6,542 | |
Property, plant and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | 2,300 | 2,000 | 1,800 |
Internally-developed software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | 300 | 200 | $ 100 |
Definite-lived intangible assets, net | $ 1,700 | $ 700 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Balance Sheet Related Disclosures [Abstract] | ||
Salaries and related expenses | $ 7,581 | $ 2,436 |
Accrued interest on Notes | 2,138 | 2,138 |
Other | 3,287 | 2,653 |
Total accrued expenses and other current liabilities | 13,006 | $ 7,227 |
Chief Executive Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Severance costs | $ 1,500 |
Debt - Schedule of Company's De
Debt - Schedule of Company's Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 30, 2013 |
Debt Instrument [Line Items] | |||
Term loan borrowed | $ 607,650 | $ 253,190 | |
Unamortized discount | (24,207) | (16,073) | |
Unamortized debt issuance expense | (12,044) | (4,114) | |
Net carrying value | 571,399 | 233,003 | |
TaxACT - HD Vest 2015 credit facility [Member] | |||
Debt Instrument [Line Items] | |||
Term loan borrowed | 400,000 | 0 | |
Unamortized discount | (12,000) | 0 | |
Unamortized debt issuance expense | (8,919) | 0 | |
Net carrying value | 379,081 | 0 | |
TaxACT 2013 credit facility [Member] | |||
Debt Instrument [Line Items] | |||
Term loan borrowed | 0 | 51,940 | $ 71,400 |
Unamortized discount | 0 | 0 | |
Unamortized debt issuance expense | 0 | 0 | |
Net carrying value | 0 | 51,940 | |
Convertible senior notes [Member] | |||
Debt Instrument [Line Items] | |||
Term loan borrowed | 201,250 | 201,250 | |
Unamortized discount | (12,207) | (16,073) | |
Unamortized debt issuance expense | (3,125) | (4,114) | |
Net carrying value | 185,918 | 181,063 | |
President [Member] | Notes payable, other payables [Member] | |||
Debt Instrument [Line Items] | |||
Term loan borrowed | 6,400 | 0 | |
Unamortized discount | 0 | 0 | |
Unamortized debt issuance expense | 0 | 0 | |
Net carrying value | $ 6,400 | $ 0 |
Debt Debt - TaxACT - HD Vest 20
Debt Debt - TaxACT - HD Vest 2015 Credit Facility (Details) | 12 Months Ended | |
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||
Credit facility borrowed | $ 607,650,000 | $ 253,190,000 |
TaxACT - HD Vest 2015 credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility borrowed | 400,000,000 | $ 0 |
HD Vest [Member] | TaxACT - HD Vest 2015 credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility | 425,000,000 | |
Periodic payment, principal | 5,000,000 | |
Periodic payment, principle multiple | $ 1,000,000 | |
Prepayment penalty | 1.00% | |
HD Vest [Member] | Revolving credit facility [Member] | TaxACT - HD Vest 2015 credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 25,000,000 | |
Final maturity date of credit facility | Dec. 31, 2020 | |
HD Vest [Member] | Revolving credit facility [Member] | TaxACT - HD Vest 2015 credit facility [Member] | LIBOR Rate [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, variable interest rate | 5.00% | |
HD Vest [Member] | Revolving credit facility [Member] | Line of credit [Member] | TaxACT - HD Vest 2015 credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility, borrowing capacity, multiple | $ 1,000,000 | |
Credit facility, borrowing capacity (not less than) | 2,000,000 | |
HD Vest [Member] | Term loan [Member] | TaxACT - HD Vest 2015 credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility borrowed | $ 400,000,000 | |
Final maturity date of credit facility | Dec. 31, 2022 | |
HD Vest [Member] | Term loan [Member] | TaxACT - HD Vest 2015 credit facility [Member] | LIBOR Rate [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, interest rate, floor | 0.01 | |
Credit facility, variable interest rate | 6.00% | |
HD Vest [Member] | Swingline loans [Member] | TaxACT - HD Vest 2015 credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 500,000 | |
Line of credit facility, borrowing capacity, multiple | $ 100,000 | |
HD Vest [Member] | Minimum [Member] | Revolving credit facility [Member] | TaxACT - HD Vest 2015 credit facility [Member] | LIBOR Rate [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, variable interest rate | 2.75% | |
HD Vest [Member] | Minimum [Member] | Term loan [Member] | TaxACT - HD Vest 2015 credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Principal payment percentage | 0.625% | |
HD Vest [Member] | Maximum [Member] | Revolving credit facility [Member] | TaxACT - HD Vest 2015 credit facility [Member] | LIBOR Rate [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, variable interest rate | 5.00% | |
HD Vest [Member] | Maximum [Member] | Term loan [Member] | TaxACT - HD Vest 2015 credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Principal payment percentage | 1.875% |
Debt - TaxAct 2013 Credit Facil
Debt - TaxAct 2013 Credit Facility - Additional Information (Detail) - USD ($) | Sep. 10, 2013 | Aug. 30, 2013 | Aug. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | ||||||||
Credit facility borrowed | $ 607,650,000 | $ 253,190,000 | ||||||
Loss on debt extinguishment and modification expense | $ 1,593,000 | 398,000 | 0 | $ 1,593,000 | ||||
TaxACT 2012 credit facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility borrowed | $ 100,000,000 | |||||||
Principal repayments | $ 64,500,000 | $ 10,000,000 | $ 25,500,000 | |||||
Derivative maturity date | Sep. 10, 2013 | |||||||
TaxACT 2013 credit facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Agreement date | Aug. 30, 2013 | |||||||
Credit facility borrowed | $ 71,400,000 | 0 | 51,940,000 | |||||
Principal repayments | $ 51,900,000 | $ 19,400,000 |
Debt - Analysis of Extinguishme
Debt - Analysis of Extinguishment or Modification of Debt (Detail) - USD ($) $ in Thousands | Aug. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Extinguishment of Debt Disclosures [Abstract] | ||||
Refinancing fees paid to creditors, including arrangement fee, classified as extinguishment | $ 567 | |||
Deferred financing costs on extinguished debt | 726 | |||
Debt discount on extinguished debt | 300 | |||
Loss on debt extinguishment and modification expense | $ 1,593 | $ 398 | $ 0 | $ 1,593 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes - Additional Information (Detail) | Oct. 01, 2018USD ($)$ / shares | Apr. 06, 2016USD ($) | Oct. 01, 2013 | Jul. 01, 2013USD ($)day | Mar. 15, 2013USD ($)covenant | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Debt Instrument [Line Items] | ||||||||
Term loan borrowed | $ 607,650,000 | $ 253,190,000 | ||||||
Convertible senior notes, proceeds from issuance, amount | $ 0 | $ 0 | $ 194,818,000 | |||||
Debt instrument, conversion terms | Beginning July 1, 2013 and prior to the close of business on September 28, 2018, holders may convert all or a portion of the Notes at their option, in multiples of $1,000 principal amount, under the following circumstances: During any fiscal quarter commencing July 1, 2013, if the last reported sale price of the Company’s common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day. As of December 31, 2015 and 2014, the Notes were no 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. | |||||||
Debt instrument, terms of redemption | Beginning April 6, 2016, the Company may, at its option, redeem for cash all or part of the Notes plus accrued and unpaid interest. If the Company undergoes a fundamental change (as described in the Indenture), holders may require the Company to repurchase for cash all or part of their Notes in principal amounts of $1,000 or an integral multiple thereof. The fundamental change repurchase price will be equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest. | |||||||
Debt issuance costs | $ 714,000 | |||||||
2019 Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan borrowed | $ 201,250,000 | |||||||
Convertible senior notes, additional issued against over-allotment, principal amount | $ 26,250,000 | |||||||
Convertible senior notes, maturity date | Apr. 1, 2019 | |||||||
Convertible senior notes, stated interest rate | 4.25% | |||||||
Convertible senior notes, date of first required payment | Oct. 1, 2013 | |||||||
Convertible senior notes, proceeds from issuance, amount | $ 194,800,000 | |||||||
Number of operating covenants | covenant | 0 | |||||||
Debt instrument, earliest date of conversion | Jul. 1, 2013 | |||||||
Convertible notes, amount, in multiples, that may be converted | $ 1,000 | |||||||
Convertible senior notes, adjustments to additional paid in capital, debt discount | 6.50% | |||||||
Debt discount recorded in additional paid in capital | $ 22,300,000 | |||||||
Debt issuance costs | 6,400,000 | |||||||
Debt issuance cost incurred | $ 5,700,000 | |||||||
2019 Notes [Member] | Quoted prices in active markets using identical assets (Level 1) [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value of debt instrument | $ 167,800,000 | |||||||
2019 Notes [Member] | Scenario 1 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Company's common stock for at least trading days | day | 20 | |||||||
Consecutive trading days | 30 days | |||||||
2019 Notes [Member] | Scenario 1 [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price on each applicable trading day | 130.00% | |||||||
2019 Notes [Member] | Scenario 2 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Consecutive trading days | 5 days | |||||||
Conversion price on each applicable trading day | 98.00% | |||||||
Debt instrument convertible business days | 5 days | |||||||
Scenario, forecast [Member] | 2019 Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes, amount, in multiples, that may be converted | $ 1,000 | $ 1,000 | ||||||
Debt instrument, latest date of conversion | Mar. 28, 2019 | |||||||
Convertible senior notes, conversion ratio | 0.0461723 | |||||||
Convertible senior notes, conversion rate | $ / shares | $ 21.66 | |||||||
Debt instrument, start date of redemption period | Apr. 6, 2016 | |||||||
Convertible senior notes, repurchase price due to fundamental change as percentage of principal amount | 100.00% | |||||||
2019 Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Agreement date | Mar. 15, 2013 |
Debt - Schedule of Total Intere
Debt - Schedule of Total Interest Expense on Convertible Senior Notes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs (Non-cash) | $ 1,133 | $ 1,059 | $ 1,099 |
Accretion of debt discount (Non-cash) | 3,866 | 3,594 | 2,826 |
2019 Notes [Member] | |||
Debt Instrument [Line Items] | |||
Contractual interest expense (Cash) | 8,553 | 8,553 | 6,795 |
Amortization of debt issuance costs (Non-cash) | 989 | 920 | 684 |
Accretion of debt discount (Non-cash) | 3,866 | 3,594 | 2,674 |
Total interest expense | $ 13,408 | $ 13,067 | $ 10,153 |
Effective interest rate of the liability component | 7.32% | 7.32% | 7.32% |
Quoted prices in active markets using identical assets (Level 1) [Member] | 2019 Notes [Member] | |||
Debt Instrument [Line Items] | |||
Fair value of debt instrument | $ 167,800 |
Debt - Note Payable Related Par
Debt - Note Payable Related Party (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Instrument [Line Items] | |
Note repayment in year one, percentage | 0.50 |
Note repayment in year two, percentage | 0.40 |
Note repayment in year three, percentage | 0.10 |
Notes payable, other payables [Member] | President [Member] | |
Debt Instrument [Line Items] | |
Term | 3 years |
Fixed interest rate | 5.00% |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Contractual Commitments (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Operating lease commitments, 2016 | $ 3,871 |
Operating lease commitments, 2017 | 3,945 |
Operating lease commitments, 2018 | 4,026 |
Operating lease commitments, 2019 | 4,105 |
Operating lease commitments, 2020 | 3,795 |
Operating lease commitments, Thereafter | 6,098 |
Operating lease commitments, Total | 25,840 |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Purchase commitments, 2016 | 3,082 |
Purchase commitments, 2017 | 3,002 |
Purchase commitments, 2018 | 2,530 |
Purchase commitments, 2019 | 0 |
Purchase commitments, 2020 | 0 |
Purchase commitments, Thereafter | 0 |
Purchase commitments, Total | 8,614 |
Long-term Debt, Rolling Maturity [Abstract] | |
Debt commitments, 2016 | 33,200 |
Debt commitments, 2017 | 32,560 |
Debt commitments, 2018 | 20,640 |
Debt commitments, 2019 | 221,250 |
Debt commitments, 2020 | 10,000 |
Debt commitments, Thereafter | 290,000 |
Debt commitments, Total | 607,650 |
Note Interest Repayment, Rolling Maturity [Abstract] | |
Interest on Notes, 2016 | 8,553 |
Interest on Notes, 2017 | 8,553 |
Interest on Notes, 2018 | 8,553 |
Interest on Notes, 2019 | 4,277 |
Interest on Notes, 2020 | 0 |
Interest on Notes, Thereafter | 0 |
Interest on Notes, Total | 29,936 |
Business Combination, Contingent Consideration Liability, Rolling Maturity [Abstract] | |
Acquisition-related contingent consideration liability, 2016 | 0 |
Acquisition-related contingent consideration liability, 2017 | 723 |
Acquisition-related contingent consideration liability, 2018 | 962 |
Acquisition-related contingent consideration liability, 2019 | 1,266 |
Acquisition-related contingent consideration liability, 2020 | 0 |
Acquisition-related contingent consideration liability, Thereafter | 0 |
Business combination, contingent consideration, liability | 2,951 |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
Total contractual commitments, 2016 | 48,706 |
Total contractual commitments, 2017 | 48,783 |
Total contractual commitments, 2018 | 36,711 |
Total contractual commitments, 2019 | 230,898 |
Total contractual commitments, 2020 | 13,795 |
Total contractual commitments, Thereafter | 296,098 |
Total contractual commitments | $ 674,991 |
Commitments and Contingencies73
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expenses under operating leases | $ 1.2 | $ 1.2 | $ 0.9 |
Cash as collateral for property lease-related banking arrangements under standby letter of credit | $ 0.7 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Nov. 21, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | May. 31, 2014 | Aug. 23, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights | 1,000,000 | 1,000,000 | ||||
Warrant exercise price | $ 9.62 | |||||
Warrant expiry date | Aug. 23, 2014 | |||||
Warrant extended expiry period | August 23, 2017 | |||||
Loss on derivative instrument | $ 0 | $ 0 | $ 11,652,000 | |||
Warrant exercise price | $ 9,600,000 | 9,620,000 | ||||
Common stock authorized for issuance under the ESPP | 12,040,839 | |||||
Common stock available for issuance for issuance under the ESPP | 5,285,862 | |||||
Repurchase of available common stock, authorized amount | $ 85,000,000 | |||||
Stock repurchase program remaining authorized repurchase amount | $ 28,739,000 | |||||
1996 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards vesting rights under 1996 Plan | The Company granted options and RSUs during 2015, 2014, and 2013 under its Restated 1996 Flexible Stock Incentive Plan. The Company also began granting options and RSUs during 2015 under the Blucora, Inc. 2015 Incentive Plan. Options and RSUs generally vest over a period of three years, with one-third vesting one year from the date of grant and the remainder vesting ratably thereafter on a semi-annual basis, and expire seven years from the date of grant. There are a few exceptions to this vesting schedule, which provide for vesting at different rates or based on achievement of performance or market targets. | |||||
Percentage of awards vested within one year from grant date | 33.30% | |||||
1998 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employees contribution percentage | 15.00% | |||||
Upper limit of common stock purchase under the ESPP | 85.00% | |||||
Common stock authorized for issuance under the ESPP | 1,360,000 | |||||
Common stock available for issuance for issuance under the ESPP | 200,000 | |||||
Description of common stock purchase price under ESPP | The purchase price is the lesser of 85% of the fair market value of common stock on the first day or on the last day of an offering period. | |||||
Additional-paid-in capital [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrant exercise price | $ 9,620,000 | |||||
Derivative instrument of liability balance | $ 20,200,000 | |||||
Options and restricted stock units specified years [Member] | 1996 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Typically scheduled vesting period of 1996 Plan | 3 years | |||||
Vesting period of award from grant date | 1 year | |||||
Options and RSUs remainder vesting ratably thereafter description | semi-annual basis | |||||
Vesting rights expire year from the date of grant under 1996 Plan | 7 years |
Stockholders' Equity Stockholde
Stockholders' Equity Stockholder's Equity- Stock Repurchase (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Stockholders' Equity [Abstract] | |||
Shares repurchased under stock repurchase program | 551 | 2,289 | 418 |
Stock repurchase, average price per share | $ 14.01 | $ 16.85 | $ 23.95 |
Stock repurchased value exclusive of purchase and administrative costs | $ 7,713 | $ 38,558 | $ 9,990 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Components of Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Unrealized gain (loss) on investments, Beginning balance | $ (1,113) | $ 0 | $ (10) | |
Unrealized gain (loss) on investments, Other comprehensive income (loss) | 1,103 | (1,113) | 10 | |
Unrealized gain (loss) on investments, Ending balance | (10) | (1,113) | 0 | |
Foreign currency translation adjustment, Beginning balance | 0 | 0 | 0 | |
Foreign currency translation adjustment, Other comprehensive income (loss) | (517) | 0 | 0 | |
Foreign currency translation adjustment, Ending balance | (517) | 0 | 0 | |
Unrealized gain (loss) on derivative instrument, Beginning balance | 0 | 0 | (266) | |
Unrealized gain (loss) on derivative instrument, Other comprehensive income (loss) | 0 | 0 | 266 | |
Unrealized gain (loss) on derivative instrument, Ending balance | 0 | 0 | 0 | |
Other comprehensive income (loss) | 586 | (1,113) | 276 | |
Accumulated other comprehensive income | $ (527) | $ (1,113) | $ 0 | $ (276) |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options, RSUs and MSUs (Detail) | Dec. 31, 2015shares |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of shares authorized for awards | 12,040,839 |
Options and RSUs outstanding | 6,403,859 |
Options and RSUs expected to vest | 5,956,538 |
Options and RSUs available for grant | 5,285,862 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Incentive Plans Activity (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Shares purchased pursuant to ESPP [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Options, Outstanding, Beginning balance | shares | 4,343,825 |
Options, Granted | shares | 1,794,763 |
Options, Forfeited | shares | (378,509) |
Options, Expired | shares | (115,745) |
Options, Exercised | shares | (248,574) |
Options, Outstanding, Ending balance | shares | 5,395,760 |
Options, Exercisable, December 31, 2015 | shares | 3,004,907 |
Options, vested and expected to vest after December 31, 2015 | shares | 5,093,188 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted average exercise price, Beginning balance | $ / shares | $ 14.21 |
Weighted average exercise price, Granted | $ / shares | 13.34 |
Weighted average exercise price, Forfeited | $ / shares | 16.97 |
Weighted average exercise price, Expired | $ / shares | 17.49 |
Weighted average exercise price, Exercised | $ / shares | 9.69 |
Weighted average exercise price, Ending balance | $ / shares | 13.87 |
Weighted average exercise price, Exercisable, December 31, 2015 | $ / shares | 13 |
Weighted average exercise price, Expected to vest after December 31, 2015 | $ / shares | $ 13.85 |
Intrinsic value, Outstanding | $ | $ 1,512 |
Intrinsic value, Exercisable, December 31, 2015 | $ | 1,512 |
Intrinsic value, Expected to vest after December 31, 2015 | $ | $ 1,512 |
Weighted average remaining contractual term (in years), Outstanding | 4 years 4 months |
Weighted average remaining contractual term (in years), Exercisable, December 31, 2015 | 3 years |
Weighted average remaining contractual term (in years), Expected to vest after December 31, 2015 | 4 years 2 months |
Restricted stock units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Stock units, Outstanding, Beginning balance | shares | 753,422 |
Stock units, Granted | shares | 837,419 |
Stock units, Forfeited | shares | (200,676) |
Stock units, Vested | shares | (382,066) |
Stock units, Outstanding, Ending balance | shares | 1,008,099 |
Stock units, Expected to vest after December 31, 2015 | shares | 863,350 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted average grant date fair value, Outstanding, Beginning balance | $ / shares | $ 17.88 |
Weighted average grant date fair value, Granted | $ / shares | 13.67 |
Weighted average grant date fair value, Forfeited | $ / shares | 16.55 |
Weighted average grant date fair value, Vested | $ / shares | 17.65 |
Weighted average grant date fair value, Outstanding, Ending balance | $ / shares | 14.73 |
Weighted average grant date fair value, Expected to vest after December 31, 2015 | $ / shares | $ 14.77 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] | |
Intrinsic value, Outstanding | $ | $ 9,879 |
Intrinsic value, Expected to vest after December 31, 2015 | $ | $ 8,461 |
Weighted average remaining contractual term (in years), Outstanding | 1 year |
Weighted average remaining contractual term (in years), Expected to vest after December 31, 2015 | 11 months |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Supplemental Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value per share or unit granted | $ 3.65 | $ 5.67 | $ 5.05 |
Total intrinsic value of options exercised or units vested | $ 1,072 | $ 3,600 | $ 2,626 |
Total fair value of options or units vested | $ 4,416 | $ 4,000 | $ 2,410 |
Restricted stock units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value per share or unit granted | $ 13.67 | $ 18.44 | $ 18.86 |
Total intrinsic value of options exercised or units vested | $ 5,437 | $ 8,315 | $ 7,986 |
Total fair value of options or units vested | $ 6,742 | $ 6,560 | $ 5,163 |
Stock-Based Compensation - St80
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 13,096 | $ 11,884 | $ 11,527 |
Excluded and capitalized as part of internal-use software | 135 | 106 | 115 |
Continuing Operations [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 8,694 | 8,694 | 8,499 |
Continuing Operations [Member] | Services cost of revenue [Member} | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 96 | 254 | 459 |
Continuing Operations [Member] | Engineering and technology [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 484 | 516 | 567 |
Continuing Operations [Member] | Sales and marketing [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 771 | 829 | 671 |
Continuing Operations [Member] | General and administrative [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 7,343 | 7,095 | 6,802 |
Discontinued Operations [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 4,402 | $ 3,190 | $ 3,028 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Awards Vested [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Incremental compensation cost | $ 0.3 | $ 0.5 |
Stock-Based Compensation - St82
Stock-Based Compensation - Stock Option Grants and Warrant (Detail) - Stock Option [Member] | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected life | 3 years | 3 years | 3 years 2 months 12 days |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.21% | 0.11% | 0.25% |
Expected volatility | 34.00% | 35.00% | 40.00% |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.33% | 1.31% | 1.06% |
Expected volatility | 40.00% | 43.00% | 46.00% |
Stock-Based Compensation - Unre
Stock-Based Compensation - Unrecognized Stock-Based Compensation Expense (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized stock-based compensation expense | $ 5,319 |
Weighted average period to unrecognized stock based compensation expense | 1 year 2 months 12 days |
Shares purchased pursuant to ESPP [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized stock-based compensation expense | $ 2,566 |
Weighted average period to unrecognized stock based compensation expense | 1 year 2 months 12 days |
Restricted stock units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized stock-based compensation expense | $ 2,753 |
Weighted average period to unrecognized stock based compensation expense | 1 year 2 months 12 days |
Segment Information - Informati
Segment Information - Information on Reportable Segments for Reconciliation to Consolidated Net Income (Detail) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2015USD ($)Segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Segment Reporting Information [Line Items] | ||||
Number of segments | Segment | 2 | |||
Revenues | ||||
Total revenues | $ 117,708 | $ 103,719 | $ 91,213 | |
Operating income (loss): | ||||
Total operating income | (4,807) | 4,603 | (3,478) | |
Other loss, net | (12,542) | (13,489) | (29,568) | |
Loss from continuing operations before income taxes | (17,349) | (8,886) | (33,046) | |
Income tax benefit | 4,623 | 3,342 | 7,385 | |
Net loss from continuing operations | (12,726) | (5,544) | (25,661) | |
Income (loss) from discontinued operations, net of income taxes | (27,348) | (30,003) | 50,060 | |
Net income (loss) | (40,074) | (35,547) | 24,399 | |
Operating Segments [Member] | Tax Preparation [Member] | ||||
Revenues | ||||
Total revenues | 117,708 | 103,719 | 91,213 | |
Operating income (loss): | ||||
Total operating income | 56,984 | 49,696 | 40,599 | |
Operating Segments [Member] | Corporate-level activity [Member] | ||||
Operating income (loss): | ||||
Total operating income | $ (61,791) | $ (45,093) | $ (44,077) | |
HD Vest [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Date of acquisition | Dec. 31, 2015 |
Other Loss, Net - Schedule of O
Other Loss, Net - Schedule of Other Loss Net (Detail) - USD ($) $ in Thousands | Aug. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Other Income and Expenses [Abstract] | ||||
Interest income | $ (609) | $ (355) | $ (300) | |
Interest expense (see Note 8) | 9,044 | 9,476 | 9,266 | |
Amortization of debt issuance costs (see Note 8) | 1,133 | 1,059 | 1,099 | |
Accretion of debt discounts (see Note 8) | 3,866 | 3,594 | 2,826 | |
Loss on debt extinguishment and modification expense | $ 1,593 | 398 | 0 | 1,593 |
Loss on derivative instrument (see Notes 2 and 10) | 0 | 0 | 11,652 | |
Impairment of equity investment in privately-held company | 0 | 0 | 3,711 | |
Gain on third party bankruptcy settlement | (1,128) | (286) | (539) | |
Other | (162) | 1 | 260 | |
Other loss, net | $ 12,542 | $ 13,489 | $ 29,568 |
Other Loss, Net - Additional In
Other Loss, Net - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Other Income and Expenses [Abstract] | |||
Written down value of carrying value of investment | $ 0 | $ 0 | $ 3,711,000 |
Carrying value | $ 0 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) from Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
U.S. federal | $ 7,470 | $ 6,306 | $ 4,175 |
State | 514 | 210 | 41 |
Total current expense | 7,984 | 6,516 | 4,216 |
Deferred: | |||
U.S. federal | (12,004) | (9,800) | (10,902) |
State | (538) | (58) | (699) |
Foreign | (65) | 0 | 0 |
Total deferred benefit | (12,607) | (9,858) | (11,601) |
Income tax benefit | $ (4,623) | $ (3,342) | $ (7,385) |
Income Taxes - Income Tax Exp88
Income Taxes - Income Tax Expense (Benefit) from Continuing Operations Differed from Amount Computed by Applying Statutory Federal Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Income tax benefit at the statutory federal income tax rate | $ (6,072) | $ (3,110) | $ (11,566) |
State income taxes, net of federal benefit | (15) | 99 | (363) |
Deductible domestic manufacturing costs | (787) | (594) | (395) |
Non-deductible compensation | 27 | 569 | 221 |
Non-deductible acquisition-related transaction costs | 2,524 | 0 | 0 |
Non-deductible loss on derivative instrument | 0 | 0 | 4,078 |
Change in liabilities for uncertain tax positions | 0 | (72) | (201) |
Change in valuation allowance on unrealized capital losses | (223) | (117) | 1,108 |
Other | (77) | (117) | (267) |
Income tax benefit | $ (4,623) | $ (3,342) | $ (7,385) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 182,599 | $ 199,635 | |
Accrued compensation | 12,519 | 1,151 | |
Deferred revenue | 3,845 | 2,738 | |
Tax credit carryforwards | 10,797 | 10,370 | |
Stock-based compensation | 8,416 | 6,800 | |
Basis difference in discontinued E-Commerce business | 33,871 | 0 | |
Other, net | 6,720 | 5,471 | |
Total gross deferred tax assets | 258,767 | 226,165 | |
Valuation allowance | (217,452) | (211,865) | $ (235,730) |
Deferred tax assets, net of valuation allowance | 41,315 | 14,300 | |
Deferred tax liabilities: | |||
Depreciation and amortization | (140,035) | (28,815) | |
Discount on Notes | (4,422) | (5,767) | |
Other, net | (378) | 0 | |
Total gross deferred tax liabilities | (144,835) | (34,582) | |
Net deferred tax liabilities | $ (103,520) | $ (20,282) |
Income Taxes - Changes in Valua
Income Taxes - Changes in Valuation Allowance for Deferred Tax Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred Tax Assets Valuation Allowance [Roll Forward] | ||
Balance at beginning of year | $ 211,865 | $ 235,730 |
Net changes to deferred tax assets, subject to a valuation allowance | 5,587 | (23,865) |
Balance at end of year | $ 217,452 | $ 211,865 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Valuation Allowance [Line Items] | |||
Statutory federal income tax rate | 35.00% | 35.00% | 35.00% |
Deferred tax assets, valuation allowance, increase | $ 22,100,000 | $ 300,000 | |
Deferred tax assets, valuation allowance, decrease | (16,700,000) | (24,100,000) | |
Federal net operating loss carryforwards for income tax purposes | 521,100,000 | ||
State net operating loss carryforwards for income tax purposes | 32,000,000 | ||
Unrecognized tax benefits impacting effective tax rate | 3,400,000 | 500,000 | |
Deferred tax asset subject to valuation allowance | 18,400,000 | 17,900,000 | |
Significant adjustments | 0 | ||
Reversal of uncertain tax position (less than) | 100,000 | 100,000 | $ 100,000 |
Interest and penalties accrued | 800,000 | $ 300,000 | |
Equity-based deferred tax assets [Member] | |||
Valuation Allowance [Line Items] | |||
Deferred tax assets, valuation allowance | $ 192,300,000 | ||
Minimum [Member] | |||
Valuation Allowance [Line Items] | |||
Federal net operating loss carryforward expiration period | 2,020 | ||
Maximum [Member] | |||
Valuation Allowance [Line Items] | |||
Federal net operating loss carryforward expiration period | 2,031 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefit Balances (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, Beginning Balance | $ 18,403 | $ 18,537 | $ 19,088 |
Gross increases for tax positions of prior years | 2,708 | 126 | 219 |
Gross decreases for tax positions of prior years | (9) | (199) | (101) |
Gross increases for tax positions of current year | 751 | 0 | 0 |
Settlements | (112) | (61) | (562) |
Lapse of statute of limitations | 0 | 0 | (107) |
Unrecognized tax benefits, Ending Balance | $ 21,741 | $ 18,403 | $ 18,537 |
Net Income Per Share - Summary
Net Income Per Share - Summary of Dilutive Effect for Awards with Exercise Price Less Than Average Stock Price (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | |||
Weighted average common shares outstanding, basic | 40,959 | 41,396 | 41,201 |
Dilutive potential common shares | 0 | 0 | 0 |
Weighted average common shares outstanding, diluted | 40,959 | 41,396 | 41,201 |
Shares excluded | 5,975 | 5,468 | 5,915 |
Net Income Per Share - Addition
Net Income Per Share - Additional Information (Detail) shares in Millions | Nov. 21, 2013shares |
Earnings Per Share [Abstract] | |
Amount of shares issued due to exercising warrant | 1 |