Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 21, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
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 | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 42,085,685 | ||
Entity Public Float | $ 396.2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 51,713 | $ 55,473 |
Cash segregated under federal or other regulations | 2,355 | 3,557 |
Available-for-sale investments | 7,101 | 11,301 |
Accounts receivable, net of allowance | 10,209 | 7,884 |
Commissions receivable | 16,144 | 16,328 |
Other receivables | 4,004 | 24,407 |
Prepaid expenses and other current assets, net | 6,321 | 10,062 |
Current assets of discontinued operations | 0 | 211,663 |
Total current assets | 97,847 | 340,675 |
Long-term assets: | ||
Property and equipment, net | 10,836 | 11,308 |
Goodwill, net | 548,741 | 548,959 |
Other intangible assets, net | 362,178 | 396,295 |
Other long-term assets | 3,057 | 2,311 |
Total long-term assets | 924,812 | 958,873 |
Total assets | 1,022,659 | 1,299,548 |
Current liabilities: | ||
Accounts payable | 4,536 | 4,689 |
Commissions and advisory fees payable | 16,587 | 16,982 |
Accrued expenses and other current liabilities | 18,528 | 13,006 |
Deferred revenue | 12,156 | 11,521 |
Current portion of long-term debt, net | 2,560 | 31,631 |
Current liabilities of discontinued operations | 0 | 88,275 |
Total current liabilities | 54,367 | 166,104 |
Long-term liabilities: | ||
Long-term debt, net | 248,221 | 353,850 |
Convertible senior notes, net | 164,176 | 185,918 |
Deferred tax liability, net | 111,126 | 103,520 |
Deferred revenue | 1,849 | 1,902 |
Other long-term liabilities | 10,205 | 10,932 |
Total long-term liabilities | 535,577 | 656,122 |
Total liabilities | 589,944 | 822,226 |
Redeemable noncontrolling interests | 15,696 | 15,038 |
Commitments and contingencies (Note 10) | ||
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 | 1,510,152 | 1,490,405 |
Accumulated deficit | (1,092,756) | (1,027,598) |
Accumulated other comprehensive loss | (381) | (527) |
Total stockholders’ equity | 417,019 | 462,284 |
Total liabilities and stockholders’ equity | $ 1,022,659 | $ 1,299,548 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
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 | 41,845,000 | 40,954,000 |
Common stock, shares outstanding | 41,845,000 | 40,954,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Wealth management services revenue | $ 316,546 | $ 0 | $ 0 |
Tax preparation services revenue | 139,365 | 117,708 | 103,719 |
Total revenue | 455,911 | 117,708 | 103,719 |
Cost of revenue: | |||
Wealth management services cost of revenue | 213,996 | 0 | 0 |
Tax preparation services cost of revenue | 8,368 | 6,167 | 5,880 |
Amortization of acquired technology | 812 | 7,546 | 7,450 |
Total cost of revenue | 223,176 | 13,713 | 13,330 |
Engineering and technology | 17,780 | 5,107 | 3,758 |
Sales and marketing | 89,360 | 45,854 | 42,671 |
General and administrative | 47,396 | 43,563 | 25,315 |
Depreciation | 3,881 | 1,521 | 1,300 |
Amortization of other acquired intangible assets | 33,331 | 12,757 | 12,742 |
Restructuring | 3,870 | 0 | 0 |
Total operating expenses | 418,794 | 122,515 | 99,116 |
Operating income (loss) | 37,117 | (4,807) | 4,603 |
Other loss, net | (39,781) | (12,542) | (13,489) |
Loss from continuing operations before income taxes | (2,664) | (17,349) | (8,886) |
Income tax benefit | 1,285 | 4,623 | 3,342 |
Loss from continuing operations | (1,379) | (12,726) | (5,544) |
Discontinued operations, net of income taxes | (63,121) | (27,348) | (30,003) |
Net loss | (64,500) | (40,074) | (35,547) |
Net income attributable to noncontrolling interests | (658) | 0 | 0 |
Net loss attributable to Blucora, Inc. | $ (65,158) | $ (40,074) | $ (35,547) |
Net loss per share attributable to Blucora, Inc. - basic: | |||
Continuing operations (in USD per share) | $ (0.05) | $ (0.31) | $ (0.13) |
Discontinued operations (in USD per share) | (1.52) | (0.67) | (0.73) |
Basic net income (loss) per share (in USD per share) | (1.57) | (0.98) | (0.86) |
Net loss per share attributable to Blucora, Inc. - diluted: | |||
Continuing operations (in USD per share) | (0.05) | (0.31) | (0.13) |
Discontinued operations (in USD per share) | (1.52) | (0.67) | (0.73) |
Diluted net income (loss) per share (in USD per share) | $ (1.57) | $ (0.98) | $ (0.86) |
Weighted average shares outstanding: | |||
Basic (in shares) | 41,494 | 40,959 | 41,396 |
Diluted (in shares) | 41,494 | 40,959 | 41,396 |
Other comprehensive income (loss): | |||
Net loss | $ (65,158) | $ (40,074) | $ (35,547) |
Unrealized gain (loss) on available-for-sale investments, net of tax | 9 | (236) | (1,119) |
Foreign currency translation adjustment | 137 | (517) | 0 |
Reclassification adjustment for realized loss on available-for-sale investments, net of tax, included in net income as Other loss, net | 0 | 375 | 6 |
Reclassification adjustment for other-than-temporary impairment loss on available-for-sale investments, included in net income as discontinued operations | 0 | 964 | 0 |
Other comprehensive income (loss) | 146 | 586 | (1,113) |
Comprehensive loss | (64,354) | (39,488) | (36,660) |
Comprehensive income attributable to noncontrolling interests | (658) | 0 | 0 |
Comprehensive loss attributable to Blucora, Inc. | $ (65,012) | $ (39,488) | $ (36,660) |
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, 2013 | $ 514,070 | $ 4 | $ 1,466,043 | $ (951,977) | $ 0 | |
Beginning balance, shares at Dec. 31, 2013 | 42,083 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued for stock options and restricted stock units | 6,715 | 6,715 | ||||
Common stock issued for stock options and restricted stock units, Shares | 1,003 | |||||
Common stock issued for employee stock purchase plan | 1,376 | 1,376 | ||||
Common stock issued for employee stock purchase plan, Shares | 85 | |||||
Stock repurchases | (38,650) | (38,650) | ||||
Stock repurchases, Shares | (2,289) | |||||
Other comprehensive income (loss) | (1,113) | (1,113) | ||||
Stock-based compensation | 11,990 | 11,990 | ||||
Tax effect of equity compensation | 22,962 | 22,962 | ||||
Tax payments from shares withheld for equity awards | (2,778) | (2,778) | ||||
Net loss | (35,547) | (35,547) | ||||
Net loss | (35,547) | |||||
Ending balance, shares at Dec. 31, 2014 | 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 | ||||
Tax payments from shares withheld for equity awards | (1,545) | (1,545) | ||||
Purchase of redeemable non-controlling interests | $ 15,038 | |||||
Net loss | (40,074) | (40,074) | ||||
Net loss | $ (40,074) | |||||
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) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued for stock options and restricted stock units | 2,216 | 2,216 | ||||
Common stock issued for stock options and restricted stock units, Shares | 700 | |||||
Common stock issued for employee stock purchase plan | 1,402 | 1,402 | ||||
Common stock issued for employee stock purchase plan, Shares | 191 | |||||
Other comprehensive income (loss) | 146 | 146 | ||||
Stock-based compensation | 15,235 | 15,235 | ||||
Tax effect of equity compensation | 2,461 | 2,461 | ||||
Tax payments from shares withheld for equity awards | (1,752) | (1,752) | ||||
Reclassification of liability award to equity award | 185 | 185 | ||||
Net income (loss) attributable to redeemable noncontrolling interest | 658 | |||||
Net loss | (64,500) | (65,158) | ||||
Net loss | $ (65,158) | |||||
Ending balance, shares at Dec. 31, 2016 | 41,845 | 41,845 | ||||
Ending Balance at Dec. 31, 2016 | $ 417,019 | $ 15,696 | $ 4 | $ 1,510,152 | $ (1,092,756) | $ (381) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Activities: | |||
Net loss | $ (64,500) | $ (40,074) | $ (35,547) |
Less: Discontinued operations, net of income taxes | (63,121) | (27,348) | (30,003) |
Net loss from continuing operations | (1,379) | (12,726) | (5,544) |
Adjustments to reconcile net loss from continuing operations to net cash from operating activities: | |||
Stock-based compensation | 13,764 | 8,694 | 8,694 |
Depreciation and amortization of acquired intangible assets | 38,688 | 22,590 | 22,164 |
Excess tax benefits from stock-based award activity | (15,957) | (7,967) | (6,398) |
Deferred income taxes | (18,055) | (12,607) | (9,858) |
Amortization of premium on investments, net | 174 | 1,589 | 3,772 |
Amortization of debt issuance costs | 1,840 | 1,133 | 1,059 |
Accretion of debt discounts | 4,690 | 3,866 | 3,594 |
Loss on debt extinguishment and modification expense | 1,036 | 398 | 0 |
Revaluation of acquisition-related contingent consideration liability | 391 | 0 | 0 |
Other | 19 | 203 | 77 |
Cash provided (used) by changes in operating assets and liabilities: | |||
Cash segregated under federal or other regulations | 1,202 | 0 | 0 |
Accounts receivable | (2,340) | (1,862) | 47 |
Commissions receivable | 184 | 0 | 0 |
Other receivables | 22,875 | 651 | 367 |
Prepaid expenses and other current assets | 3,741 | (493) | (3,457) |
Other long-term assets | (887) | (15) | 191 |
Accounts payable | (153) | 369 | (258) |
Commissions and advisory fees payable | (395) | 0 | 0 |
Deferred revenue | 582 | 1,875 | 1,130 |
Accrued expenses and other current and long-term liabilities | 21,195 | 10,643 | 4,548 |
Net cash provided by operating activities from continuing operations | 71,215 | 16,341 | 20,128 |
Investing Activities: | |||
Business acquisitions, net of cash acquired | (1,788) | (573,366) | 0 |
Purchases of property and equipment | (3,812) | (1,512) | (2,037) |
Change in restricted cash | 0 | 150 | 0 |
Proceeds from sales of investments | 0 | 156,506 | 28,535 |
Proceeds from maturities of investments | 12,807 | 296,455 | 255,994 |
Purchases of investments | (8,767) | (214,257) | (336,495) |
Net cash used by investing activities from continuing operations | (1,560) | (336,024) | (54,003) |
Financing Activities: | |||
Proceeds from credit facility, net of debt issuance costs and debt discount of $9,730 and $12,000 in 2015 | 0 | 378,270 | 36,556 |
Repurchase of convertible notes | (20,667) | 0 | 0 |
Repayment of credit facility | (140,000) | (51,940) | (56,000) |
Repayment of note payable with related party | (3,200) | 0 | 0 |
Stock repurchases | 0 | (7,735) | (38,650) |
Excess tax benefits from stock-based award activity | 15,957 | 7,967 | 6,398 |
Proceeds from stock option exercises | 2,216 | 2,409 | 6,730 |
Proceeds from issuance of stock through employee stock purchase plan | 1,402 | 1,193 | 1,376 |
Tax payments from shares withheld for equity awards | (1,752) | (1,545) | (2,875) |
Net cash provided (used) by financing activities from continuing operations | (146,044) | 328,619 | (46,465) |
Net cash provided (used) by continuing operations | (76,389) | 8,936 | (80,340) |
Net cash provided by operating activities from discontinued operations | 14,047 | 14,108 | 41,406 |
Net cash provided (used) by investing activities from discontinued operations | 83,608 | (540) | (47,933) |
Net cash provided (used) by financing activities from discontinued operations | (25,000) | (8,982) | 8,886 |
Net cash provided by discontinued operations | 72,655 | 4,586 | 2,359 |
Effect of exchange rate changes on cash and cash equivalents | (26) | (17) | 0 |
Net increase (decrease) in cash and cash equivalents | (3,760) | 13,505 | (77,981) |
Cash and cash equivalents, beginning of period | 55,473 | 41,968 | 119,949 |
Cash and cash equivalents, end of period | 51,713 | 55,473 | 41,968 |
Non-cash investing and financing activities from continuing operations: | |||
Purchases of property and equipment through leasehold incentives (investing) | 0 | 0 | 120 |
Cash paid for income taxes from continuing operations | 2,012 | 614 | 684 |
Cash paid for interest from continuing operations | $ 32,377 | $ 8,994 | $ 9,469 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt discount | $ 14,037 | $ 24,207 | |
Line of credit [Member] | |||
Payments of Financing Costs | 0 | 9,730 | $ 0 |
Debt discount | 0 | 12,000 | 0 |
Convertible debt [Member] | |||
Payments of Financing Costs | $ 0 | $ 0 | $ 0 |
The Company and Basis of Presen
The Company and Basis of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
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 businesses: a Wealth Management business and an online Tax Preparation business. The Wealth Management business consists of the operations of HDV Holdings, Inc. and its subsidiaries ( “HD Vest” ), which the Company acquired on December 31, 2015 . HD Vest is included in Blucora's results of operations beginning on January 1, 2016. HD Vest provides wealth management solutions for financial advisors and their clients. HDV Holdings, Inc. is the parent company of the Wealth Management business and owns all outstanding shares of HD Vest, Inc., which serves as a holding company for the various financial services subsidiaries. Those subsidiaries include HD Vest Investment Securities, Inc. (a clearing broker-dealer), HD Vest Advisory Services, Inc. (a registered investment advisor), and HD Vest Insurance Agency, LLC (an insurance broker). 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 operated an internet Search and Content business and an E-Commerce business. The Search and Content business operated through the InfoSpace LLC subsidiary ( “InfoSpace” ) and provided 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 consisted of the operations of Monoprice, Inc. ( “Monoprice” ) and sold 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 (the “Strategic Transformation” ). Strategic Transformation refers to the Company's transformation into a technology-enabled financial solutions company comprised of TaxAct and HD Vest (see " Note 3: Business Combinations ") and the divestitures of the Search and Content and E-Commerce businesses (see " Note 4: Discontinued Operations "). As part of the Strategic Transformation and “One Company” operating model, the Company announced on October 27, 2016 plans to relocate its corporate headquarters by June 2017 from Bellevue, Washington to Irving, Texas. The actions to relocate corporate headquarters are intended to drive efficiencies and improve operational effectiveness (see " Note 5: Restructuring "). The Company completed both divestitures in 2016. Specifically, on November 17, 2016 , the Company closed on an agreement with YFC-Boneagle Electric Co., Ltd ( “ YFC ” ), under which YFC acquired the E-Commerce business for $40.5 million . On August 9, 2016 , the Company closed on an agreement with OpenMail LLC ( “ OpenMail ” ), under which OpenMail acquired substantially all of the assets and assumed certain specified liabilities of the Search and Content business for $45.2 million . 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 13: Segment Information "). Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated. Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP” ) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and disclosure of contingencies. Estimates include those used for impairment of goodwill and other intangible assets, useful lives of other intangible assets, acquisition accounting, valuation of investments, revenue recognition, the estimated allowance for sales returns and doubtful accounts, internally developed software, accrued contingencies, stock option valuation, and valuation allowance for deferred tax assets. Actual amounts may differ from estimates. Net capital and regulatory requirements: The Company's HD Vest broker-dealer subsidiary operates in a highly regulated industry and is subject to various regulatory capital requirements. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have substantial monetary and non-monetary impacts to HD Vest's operations. As of December 31, 2016 , HD Vest met all capital adequacy requirements to which it was subject. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
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. 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 $1.0 million , $0.3 million , and $0.3 million of internal-use software costs in the years ended December 31, 2016 , 2015 , and 2014 , 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 included 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, except for advisor relationships which are amortized proportional to expected revenue. Acquisition-related costs, including advisory, legal, accounting, valuation, and other similar costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. Goodwill and intangible assets impairment: The Company evaluates goodwill and indefinite-lived intangible assets for impairment annually, as of November 30, or more frequently when events or circumstances indicate that impairment may have occurred. As part of the impairment evaluation, the Company may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit (for goodwill) or an indefinite-lived intangible asset is less than its carrying value, or if the Company elects to bypass the qualitative assessment, the Company then would proceed with the quantitative impairment test. The goodwill quantitative impairment test is a two-step process that first compares the carrying values of reporting units to their fair values. If the carrying value of a reporting unit exceeds the fair value, a second step is performed to compute the amount of impairment. This second step determines the current fair values of all assets and liabilities of the reporting unit and then compares the implied fair value of the reporting unit's goodwill to the carrying value of that goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess. The indefinite-lived intangible asset quantitative impairment test compares the carrying value of the intangible asset to its fair value. If the carrying value of the intangible asset exceeds the fair value, an impairment loss is recognized in an amount equal to the excess. Fair value typically is estimated using the present value of future discounted cash flows, an income approach. The significant estimates in the discounted cash flow model include the weighted-average cost of capital, long-term rates of revenue growth and/or profitability of our businesses, and working capital effects. The weighted-average cost of capital considers the relevant risk associated with business-specific characteristics and the uncertainty related to each business's ability to achieve the projected cash flows. To validate the reasonableness of the reporting unit fair values, 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. 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 9: 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, adjusted for repurchases. The debt issuance costs allocated to the equity component of the Notes were recorded as an offset to "Additional paid-in capital" (See " Note 9: Debt "). Fair value of financial instruments : The Company measures its cash equivalents, available-for-sale investments, and contingent consideration liability at fair value. The Company considers the carrying values of accounts receivable, commissions receivable, other receivables, prepaid expenses, other current assets, accounts payable, commissions and advisory fees 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 noncontrolling interests: Noncontrolling 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. The redemption amount at December 31, 2016 was $11.6 million . 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 judgment and 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. Wealth management revenue recognition : Wealth management revenue consists primarily of commission revenue, advisory revenue, asset-based revenue, and transaction and fee revenue. Revenue is recognized in the periods in which the related services are performed, provided that persuasive evidence of an arrangement exists, the fee is fixed or determinable, and collectibility is reasonably assured. Payments received by the Company in advance of the performance of service are deferred and recognized as revenue when earned. The Company considers the nature of its contractual arrangements in determining whether to recognize certain types of wealth management revenue, primarily commission revenue and advisory revenue, on the basis of the gross amount billed or net amount retained after payments are made to providers of certain services related to the product or service offering. The main factors that the Company uses to determine whether to record revenue on a gross or net basis are whether: • the Company is primarily responsible for the service to the financial advisor and their client; • the Company has discretion in establishing fees paid by the client and fees due to the third-party service provider; and • the Company is involved in the determination of product or service specifications. When client fees include a portion of charges that are paid to another party and the Company is primarily responsible for providing the service to the client, revenue is recognized on a gross basis in an amount equal to the fee paid by the client. The cost of revenue recognized is the amount due to the other party. In instances in which another party is primarily responsible for providing the service to the client, revenue is recognized in the net amount retained by the Company. The portion of the fees that are collected from the client by the Company and remitted to the other party are considered pass-through amounts and are not a component of revenue or cost of revenue. Further details of wealth management revenue are as follows: • Commission revenue - 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 commission revenue on a trade-date basis, which is when the Company's performance obligations in generating the commissions have been substantially completed. Trailing commission revenue is based on a percentage of the current market value of clients' investment holdings in trail-eligible assets and recognized over the period during which services are performed. Since trailing commission revenue is generally paid in arrears, the Company estimates it based on a number of factors, including stock market index levels and the amount of trailing commission revenues received in prior periods. A substantial portion of commission revenue is ultimately paid to 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. Such amounts are recorded as "Commissions and advisory fees payable" on the consolidated balance sheets and "Wealth management services cost of revenue" on the consolidated statements of comprehensive income. • Advisory revenue - Advisory revenue includes fees charged to clients in advisory accounts where HD Vest is the Registered Investment Advisor ( “RIA” ). These fees are based on the value of assets within these advisory accounts. A substantial portion of these advisory fees are paid to the related financial advisor and these payments are classified as "Wealth management services cost of revenue" in the consolidated statements of comprehensive income. • Asset-based revenue - Asset-based revenue primarily includes fees from financial product manufacturer sponsorship programs and cash sweep programs and are recognized ratably over the period in which services are provided. • Transaction and fee revenue - The Company charges fees for executing certain transactions in client accounts. Transaction-related charges are recognized on a trade-date basis. Other fees relate to services provided and other account charges as generally outlined in agreements with financial advisors, clients, and financial institutions. Such fees are recognized as services are performed or as earned, as applicable. Tax preparation revenue recognition : The Company derives revenue from the sale of tax preparation online services, ancillary services, packaged tax preparation software, and multiple element arrangements that may include a combination of these items. Ancillary services 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, to a lesser extent, 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. 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. "Cost of revenue" consists of costs related to the Wealth Management and Tax Preparation businesses, which include commissions to financial advisors, third-party costs, and costs associated with the technical support team and the operation of its data centers. Data center costs include personnel expenses (salaries, stock-based compensation, benefits, and other employee-related costs), the cost of temporary help and contractors, professional services fees (which include technology project consulting fees), 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, software support and maintenance, bandwidth and hosting, and professional services fees. Research and development expenses were $13.7 million , $4.8 million , and $2.8 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. Sales and marketing expenses: Sales and marketing expenses consist principally of personnel expenses (salaries, stock-based compensation, benefits, and other employee-related costs) and the cost of temporary help and contractors for those engaged in marketing, selling, and sales support operations activities, marketing expenses associated with the HD Vest and TaxAct businesses (which primarily include television, radio, online, text, email, and sponsorship channels), and back office processing support expenses associated with the HD Vest business (occupancy and general office expenses, regulatory fees, and license fees). Costs for advertising are recorded as expense when the advertisement appears. Advertising expense totaled $44.0 million , $35.5 million , and $33.4 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. Prepaid advertising costs were $0.6 million and $3.9 million at December 31, 2016 and 2015 , 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, 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, 2016 , 2015 , and 2014 , the Company contributed $1.4 million , $0.6 million , and $0.3 million , respectively, for employees, with the increase in 2016 due to the acquisition of HD Vest on December 31, 2015 . 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 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, trade accounts receivable, and commissions receivable. These instruments are generally unsecured and uninsured. For cash equivalents, short-term investments, and commissions receivable, the Company attempts to manage exposure to counterparty credit risk by only entering into agreements with major financial institutions and investment sponsors that are expected to be able to fully perform under the terms of the agreement. 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. Geographic revenue information: Almost all of the Company's revenue for 2016 , 2015 , and 2014 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. The Company currently is considering ASUs that impact the following areas: Revenue recognition - 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 adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company has made significant progress towards completing its evaluation of potential changes from adopting the new guidance on its core revenues and continues to evaluate the impact of this guidance on its consolidated financial statements and related disclosures. The Company expects to have its preliminary evaluation, including the selection of an adoption method, completed by the end of the first half of 2017. The Company is not planning to early adopt and currently expects to adopt the new guidance in the first quarter of 2018. Leases - In February 2016, the FASB issued an ASU on lease accounting, whereby lease assets and liabilities, whether arising from leases that are considered operating or finance (capital), will be recognized on the balance sheet. Enhanced qualitative disclosures also will be required. This guidance is effective on a modified retrospective basis--with various practical expedients related to leases that commenced before the eff |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2016 | |
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 $613.7 million , including cash acquired of $38.9 million and after a $1.8 million final working capital adjustment in the first quarter of 2016. HD Vest provides wealth management solutions for financial advisors and their clients and is expected to be synergistic with TaxAct as a result of cross-serving 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 acquisition was funded by a combination of cash on hand and the TaxAct - HD Vest 2015 credit facility, under which the Company borrowed $400.0 million (see " Note 9: Debt "). Valuations were as follows (in thousands): Fair value Tangible assets acquired, including cash acquired of $38,874 $ 78,681 Liabilities assumed (21,212 ) Identifiable net assets acquired $ 57,469 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 $ 612,288 Plus: promissory note 6,400 Plus: noncontrolling interest 15,038 Less: escrow receivable (20,000 ) Purchase price 613,726 Less: identifiable net assets acquired (57,469 ) 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 $ 356,041 The Company's estimates of the economic lives of the acquired intangible assets are 20 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-serving 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 were not yet finalized related to income and non-income based taxes, certain contingent liability matters, indemnification assets, and residual goodwill. In the third and fourth quarters of 2016, the Company recorded a combined $2.1 million increase to net assets acquired and a corresponding decrease to goodwill, predominantly related to the finalization of federal and state tax returns and associated analyses for pre-acquisition tax periods. Acquisition accounting is now considered closed. 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 9: Debt " for additional information on the "Note payable, related party." The Purchase Agreement dictated that the Company placed into escrow $20.0 million of additional consideration that was contingent upon HD Vest's 2015 earnings performance. The contingent consideration threshold was not achieved; therefore, the amount was excluded from the purchase price and recorded as a receivable in "Other receivables" as of December 31, 2015 for the amount that was returned to the Company from the escrow agent in the first quarter of 2016. The gross contractual amount of accounts receivable, including commissions receivable, acquired was $21.6 million , all of which the Company has substantially collected. 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 the 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 7: 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. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2016 | |
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 included 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. On November 17, 2016 , the Company closed on an agreement with YFC , under which YFC acquired the E-Commerce business for $40.5 million , which included a working capital adjustment. Of this amount, $39.5 million was received in the fourth quarter of 2016 and included in " Net cash provided (used) by investing activities from discontinued operations " in the consolidated statements of cash flows, and the remaining $1.0 million is expected to be received in the first half of 2017. The Company used all of the proceeds to pay down debt, including the Monoprice 2013 credit facility as discussed further under the debt subsection of this note, and recognized a loss on sale of the E-Commerce business of approximately $52.2 million . On August 9, 2016 , the Company closed on an agreement with OpenMail , under which OpenMail acquired substantially all of the assets and assumed certain specified liabilities of the Search and Content business for $45.2 million , which included a working capital adjustment and was included in " Net cash provided (used) by investing activities from discontinued operations " in the consolidated statements of cash flows. The Company used all of the proceeds to pay down debt and recognized a loss on sale of the Search and Content business of approximately $21.6 million . Under a separate agreement, the Company is subleasing to InfoSpace the office space that InfoSpace is using currently. The rent payments and September 2020 termination date are consistent with the underlying non-cancelable operating lease. See " Note 10: Commitments and Contingencies " for additional information. Summarized financial information for discontinued operations is as follows (in thousands): Years ended December 31, 2016 2015 2014 Major classes of items in net income (loss): Revenues $ 227,989 $ 352,077 $ 477,001 Operating expenses (211,395 ) (391,702 ) (490,006 ) Other loss, net (719 ) (2,673 ) (1,316 ) Income (loss) from discontinued operations before income taxes 15,875 (42,298 ) (14,321 ) Loss on sale of discontinued operations before income taxes (73,800 ) — — Discontinued operations, before income taxes (57,925 ) (42,298 ) (14,321 ) Income tax benefit (expense) (5,196 ) 14,950 (15,682 ) Discontinued operations, net of income taxes $ (63,121 ) $ (27,348 ) $ (30,003 ) December 31, 2016 2015 Major classes of assets and liabilities: Cash $ — $ 2,158 Accounts receivable, net of allowance — 26,352 Inventories — 43,480 Other current assets — 3,182 Property and equipment, net — 9,824 Goodwill, net — 67,201 Other intangible assets, net — 59,006 Other long-term assets — 460 Total assets of discontinued operations $ — $ 211,663 Accounts payable $ — $ 33,295 Other current liabilities — 15,622 Debt (net of discount and including short-term and long-term portions) — 25,000 Deferred tax liability, net — 13,816 Other long-term liabilities — 542 Total liabilities of discontinued operations $ — $ 88,275 Assets and liabilities of discontinued operations were 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 incurred business exit costs of approximately $4.5 million , which primarily were recorded in discontinued operations in the fourth quarter of 2015 and the first quarter of 2016. The following table summarizes the activity in the business exit cost liability (in thousands): Employee-Related Termination Costs Balance as of December 31, 2014 $ — Charges 994 Balance as of December 31, 2015 994 Charges 3,552 Payments (4,396 ) Balance as of December 31, 2016 $ 150 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. In the fourth quarter of 2015, 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, which adjusted the carrying values of the Search and Content and E-Commerce goodwill to $44.8 million and $22.4 million , respectively. 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, which adjusted the carrying values of the HSW and Monoprice trade names to nil and $30.6 million , respectively. In the fourth quarter of 2014, the Company recorded a goodwill impairment related to E-Commerce of $59.4 million and a trade name impairment of $3.2 million related to the Monoprice trade name. 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, 2016 2015 Monoprice 2013 credit facility $ — $ 25,000 On November 22, 2013 , Monoprice entered into a credit facility agreement, which consisted of a $30.0 million revolving credit loan and, until repaid in full in 2015 as discussed in the next paragraph, also consisted of a $40.0 million term loan. The final maturity date of the credit facility was November 22, 2018 but became immediately due and payable upon the sale of Monoprice in November 2016. 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 $25.0 million and $17.0 million in 2016 and 2015 , respectively. Monoprice had the right to permanently reduce, without premium or penalty, the credit facility at any time. 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. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | On October 27, 2016, the Company announced plans to relocate its corporate headquarters by June 2017 from Bellevue, Washington to Irving, Texas as part of the Strategic Transformation and “One Company” operating model. The actions to relocate corporate headquarters are intended to drive efficiencies and improve operational effectiveness. In connection with this plan, the Company expects to incur restructuring costs of approximately $5.4 million . These costs will be recorded in "Restructuring" on the consolidated statements of comprehensive income and within corporate-level activity for segment purposes. While the relocation and the related costs are expected to be substantially completed by June 2017 , the Company expects some costs through the fourth quarter of 2017, primarily related to employees who will continue to provide service through that time period. The following table summarizes the activity in the restructuring liability (in thousands): Employee-Related Termination Costs Other Costs Stock-Based Compensation Total Balance as of December 31, 2015 $ — $ — $ — $ — Charges 4,234 — (364 ) 3,870 Non-cash — — 364 364 Balance as of December 31, 2016 $ 4,234 $ — $ — $ 4,234 Total amount expected to be incurred (1) $ 4,707 $ 155 $ 574 $ 5,436 Cumulative amount incurred to date $ 4,234 $ — $ (364 ) $ 3,870 (1) Does not include the impact of the non-cancelable operating lease and related fixed assets, which are discussed further in the last paragraph of this note. Employee-related termination costs primarily include severance benefits, under both ongoing and one-time benefit arrangements that are payable at termination dates throughout 2017 with the majority expected to be paid in the second half of 2017. Other costs include office moving costs. Stock-based compensation primarily includes the impact of equity award modifications associated with employment contracts for individuals impacted by the relocation, as well as forfeitures that were recorded for severed employees. The Company has a non-cancelable operating lease that runs through 2020 for its Bellevue facility, which the Company will occupy until June 2017 . The Company currently is evaluating various cost mitigation options, including a sublease of the facility and the related leasehold improvements and office furniture and equipment. If Blucora is unable to sublease, there could be contract termination fees of up to $2.5 million based upon a July 1, 2017 vacate date and fixed asset-related costs for assets, net of deferred rent, that had a carrying value of $0.4 million as of December 31, 2016 . These costs would be accrued at the termination or cease-use date, which is expected in the first half of 2017. If Blucora is able to sublease, there could be costs related to tenant improvement allowance, rent abatement, and/or broker commissions, which would be accrued when incurred. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
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, 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 Purchase accounting adjustments (345 ) — (345 ) Foreign currency translation adjustment — 127 127 Balance as of December 31, 2016 $ 356,041 $ 192,700 $ 548,741 The purchase accounting adjustment in 2016 primarily related to the final working capital adjustment and the finalization of federal and state tax returns associated with the acquisition of HD Vest. The goodwill additions in 2015 related to the acquisitions of HD Vest (Wealth Management segment) and SimpleTax (Tax Preparation segment). The 2016 and 2015 activity are described in " Note 3: Business Combinations ." Intangible assets other than goodwill consisted of the following (in thousands): December 31, 2016 December 31, 2015 Gross carrying amount Accumulated amortization Net Gross carrying amount Accumulated amortization Net Definite-lived intangible assets: Customer relationships $ 101,690 $ (62,381 ) $ 39,309 $ 101,681 $ (49,664 ) $ 52,017 Advisor relationships 240,300 (17,138 ) 223,162 240,300 — 240,300 Sponsor relationships 16,500 (917 ) 15,583 16,500 — 16,500 Curriculum 800 (200 ) 600 800 — 800 Technology 43,855 (32,331 ) 11,524 43,948 (29,270 ) 14,678 Total definite-lived intangible assets 403,145 (112,967 ) 290,178 403,229 (78,934 ) 324,295 Indefinite-lived intangible assets: Trade names 72,000 — 72,000 72,000 — 72,000 Total $ 475,145 $ (112,967 ) $ 362,178 $ 475,229 $ (78,934 ) $ 396,295 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, 2016 2015 2014 Statement of comprehensive income line item: Cost of revenue $ 812 $ 7,546 $ 7,450 Amortization of other acquired intangible assets 33,331 12,757 12,742 Total $ 34,143 $ 20,303 $ 20,192 Expected amortization of definite-lived intangible assets held as of December 31, 2016 is as follows (in thousands): 2017 2018 2019 2020 2021 Thereafter Total Statement of comprehensive income line item: Cost of revenue $ 188 $ 94 $ — $ — $ — $ — $ 282 Amortization of other acquired intangible assets 33,155 32,844 32,607 20,254 17,423 153,613 289,896 Total $ 33,343 $ 32,938 $ 32,607 $ 20,254 $ 17,423 $ 153,613 $ 290,178 The weighted average amortization periods for definite-lived intangible assets are as follows: 37 months for customer relationships, 228 months for advisor relationships, 204 months for sponsor relationships, 36 months for curriculum, 59 months for technology, and 194 months for total definite-lived intangible assets. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | The fair value hierarchy of the Company's financial assets and liabilities carried at fair value and measured on a recurring basis was as follows (in thousands): December 31, 2016 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: U.S. government securities $ 2,749 $ — $ 2,749 $ — Money market and other funds 4,090 — 4,090 — Commercial paper 1,999 — 1,999 — Taxable municipal bonds 1,301 — 1,301 — Total cash equivalents 10,139 — 10,139 — Available-for-sale investments: Debt securities: U.S. government securities 2,000 — 2,000 — Commercial paper 1,998 — 1,998 — Time deposits 807 — 807 — Taxable municipal bonds 2,296 — 2,296 — Total debt securities 7,101 — 7,101 — Total assets at fair value $ 17,240 $ — $ 17,240 $ — Acquisition-related contingent consideration liability $ 3,421 $ — $ — $ 3,421 Total liabilities at fair value $ 3,421 $ — $ — $ 3,421 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 $ — Acquisition-related contingent consideration liability $ 2,951 $ — $ — $ 2,951 Total liabilities at fair value $ 2,951 $ — $ — $ 2,951 The Company also had financial instruments that were not measured at fair value. See " Note 9: Debt " for details. A reconciliation of Level 3 items measured at fair value on a recurring basis was as follows (in thousands): Years ended December 31, 2016 2015 Acquisition-related contingent consideration liability: Balance at beginning of year $ 2,951 $ — Initial estimate upon acquisition — 3,274 Revaluation 391 — Foreign currency transaction (gain) loss 79 (323 ) Balance at end of year $ 3,421 $ 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, 2016 , the Company could be required to pay up to an undiscounted amount of $3.4 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 or an increase in the discount rate would decrease the fair value of the contingent consideration liability. As of December 31, 2016 , the Company recorded approximately $0.9 million in "Accrued expenses and other current liabilities" and $2.5 million in "Other long-term liabilities" on the consolidated balance sheets. In 2016, the Company had non-recurring Level 3 fair value measurements related to the repurchase of its Convertible Senior Notes. See " Note 9: Debt " for details. In 2015 and 2014, the Company had non-recurring Level 3 fair value measurements 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, 2016 and 2015 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, 2016 $ 7,102 $ — $ (1 ) $ 7,101 Balance as of December 31, 2015 $ 11,316 $ — $ (15 ) $ 11,301 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Prepaid expenses and other current assets, net consisted of the following (in thousands): December 31, 2016 2015 Prepaid expenses $ 5,990 $ 9,893 Other current assets, net 331 169 Total prepaid expenses and other current assets, net $ 6,321 $ 10,062 Property and equipment, net consisted of the following (in thousands): December 31, 2016 2015 Computer equipment and data center $ 6,884 $ 5,383 Purchased software 4,420 2,115 Internally-developed software 2,478 1,999 Office equipment 745 587 Office furniture 1,532 1,529 Leasehold improvements and other 6,246 6,131 22,305 17,744 Accumulated depreciation (12,269 ) (6,915 ) 10,036 10,829 Capital projects in progress 800 479 Total property and equipment, net $ 10,836 $ 11,308 Total depreciation expense was $4.5 million , $2.3 million , and $2.0 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. Unamortized internally-developed software was $1.7 million at December 31, 2016 and 2015 . The Company recorded depreciation expense for internally-developed software of $1.0 million , $0.3 million , and $0.2 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2016 2015 Salaries and related expenses $ 12,506 $ 7,581 Accrued interest on Notes (see Note 9) 1,837 2,138 Other 4,185 3,287 Total accrued expenses and other current liabilities $ 18,528 $ 13,006 As part of the Strategic Transformation, the Company announced the departure of its former chief executive officer once a permanent successor was identified. "Salaries and related expenses" at December 31, 2015 included $1.5 million of employee separation costs pursuant to the former chief executive officer's employment agreement, which were paid in April 2016. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | The Company’s debt consisted of the following (in thousands): December 31, 2016 December 31, 2015 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 $ 260,000 $ (7,124 ) $ (5,295 ) $ 247,581 $ 400,000 $ (12,000 ) $ (8,919 ) $ 379,081 Convertible Senior Notes 172,859 (6,913 ) (1,770 ) 164,176 201,250 (12,207 ) (3,125 ) 185,918 Note payable, related party 3,200 — — 3,200 6,400 — — 6,400 Total debt $ 436,059 $ (14,037 ) $ (7,065 ) $ 414,957 $ 607,650 $ (24,207 ) $ (12,044 ) $ 571,399 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 financing 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 and had net repayment activity of $140.0 million in 2016 . 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 accordance with this provision, TaxAct and HD Vest prepaid a portion of the credit facility in 2016, which was included in the repayment activity for 2016 and resulted in the write-down of a portion of the unamortized discount and debt issuance costs. The write-down of the unamortized discount and debt issuance costs was recorded in " Other loss, net " on the consolidated statements of comprehensive income (see " Note 14: Other Loss, Net " for details). 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, 2016 , TaxAct and HD Vest were in compliance with all of the financial and operating covenants. As of December 31, 2016 , 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 to refinance a 2012 credit facility on more favorable terms. TaxAct had net repayment activity of $51.9 million and $19.4 million in 2015 and 2014 , respectively. This credit facility was repaid in full in the second quarter of 2015 and subsequently closed, at which point the remaining debt issuance costs were written off. The write-off of the debt issuance costs was recorded in " Other loss, net " on the consolidated statements of comprehensive income (see " Note 14: Other Loss, Net " for details). 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, 2016 and 2015 , the Notes were not convertible . • During the five business day period after any five consecutive trading day period (the “measurement period” ) in which the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price of the Company’s common stock and the conversion rate on each trading day. • If the Company calls any or all of the Notes for redemption. • Upon the occurrence of specified corporate events, including a merger or a sale of all or substantially all of the Company’s assets. The convertibility of the Notes is determined at the end of each reporting period. If the Notes are determined to be convertible, they remain convertible until the end of the subsequent quarter and are classified in "Current liabilities" on the balance sheet; otherwise, they are classified in "Long-term liabilities." Depending upon the price of the Company’s common stock or the trading price of the Notes within the reporting period, pursuant to the first two criteria listed above, the Notes could be convertible during one reporting period but not convertible during a comparable reporting period. On or after October 1, 2018 and until the close of business on March 28, 2019 , holders may convert their Notes, in multiples of $1,000 principal amount, at the option of the holder. The conversion ratio for the Notes is initially 0.0461723 , equivalent to an initial conversion price of approximately $21.66 per share of the Company’s common stock. The conversion ratio is subject to customary adjustment for certain events as described in the Indenture. At the time the Company issued the Notes, the Company was only permitted to settle conversions with shares of its common stock. The Company received shareholder approval at its annual meeting in May 2013 to allow for “flexible settlement,” which provided the Company with the option to settle conversions in cash, shares of common stock, or any combination thereof. The Company’s intention is to satisfy conversion of the Notes with cash for the principal amount of the debt and shares of common stock for any related conversion premium. The Company expects to have the liquidity to satisfy conversion of the Notes' principal for cash based upon cash on hand, net cash flows from operations, and cash available through the credit facility. 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 a combination of cash or shares of common stock given the flexible settlement option. As a result, the Notes contain liability and equity components, which were bifurcated and accounted for separately. The liability component of the Notes, as of the issuance date, was calculated by estimating the fair value of a similar liability issued at a 6.5% effective interest rate, which was determined by considering the rate of return investors would require in the Company’s debt structure. The amount of the equity component was calculated by deducting the fair value of the liability component from the principal amount of the Notes, resulting in the initial recognition of $22.3 million as the debt discount recorded in additional paid-in capital for the Notes. The carrying amount of the Notes is being accreted to the principal amount over the remaining term to maturity, and the Company is recording corresponding interest expense. The Company incurred debt issuance costs of $6.4 million related to the Notes and allocated $5.7 million to the liability component of the Notes. These costs are being amortized to interest expense over the six -year term of the Notes or the date of conversion, if any. During 2016, the Company repurchased $28.4 million of the Notes' principal for cash of $20.7 million . The Company allocated the cash paid first to the liability component of the Notes based on the fair value of the repurchased Notes. The fair value was based on a discounted cash flow analysis of the Notes' principal and related interest payments, using a discount rate that approximated the current market rate for similar debt without conversion rights. The difference between the fair value and net carrying value of the repurchased Notes was recognized as a gain, since the Notes were repurchased below par value, and recorded in " Other loss, net " on the consolidated statements of comprehensive income (see " Note 14: Other Loss, Net " for details). No amount was allocated to the equity component of the Notes, since the fair value of the liability component exceeded the cash paid. The repurchase also resulted in the write-down of a portion of the unamortized discount and debt issuance costs, which was also recorded in " Other loss, net " on the consolidated statements of comprehensive income. The following table sets forth total interest expense related to the Notes (in thousands): Years ended December 31, 2016 2015 2014 Contractual interest expense (Cash) $ 7,619 $ 8,553 $ 8,553 Amortization of debt issuance costs (Non-cash) 939 989 920 Accretion of debt discount (Non-cash) 3,666 3,866 3,594 Total interest expense $ 12,224 $ 13,408 $ 13,067 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, 2016 was $172.6 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 ( $3.2 million paid in December 2016), 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, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | The Company's contractual commitments are as follows for years ending December 31 (in thousands): 2017 2018 2019 2020 2021 Thereafter Total Operating lease commitments: Operating lease obligations $ 3,948 $ 4,028 $ 4,108 $ 3,797 $ 2,441 $ 3,657 $ 21,979 Sublease income (770 ) (793 ) (815 ) (624 ) — — (3,002 ) Net operating lease commitments 3,178 3,235 3,293 3,173 2,441 3,657 18,977 Purchase commitments 3,174 2,703 — — — — 5,877 Debt commitments 2,560 640 172,859 — — 260,000 436,059 Interest on Notes 7,347 7,347 3,673 — — — 18,367 Acquisition-related contingent consideration liability 872 1,129 1,420 — — — 3,421 Total $ 17,131 $ 15,054 $ 181,245 $ 3,173 $ 2,441 $ 263,657 $ 482,701 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. In connection with the sale of the Search and Content business as discussed in " Note 4: Discontinued Operations ," the Company is subleasing to InfoSpace the office space that InfoSpace is using currently. The rent payments and September 2020 termination date are consistent with the underlying non-cancelable operating lease. Net rent expense under operating leases was as follows (in thousands): Years ended December 31, 2016 2015 2014 Rent expense $ 3,793 $ 1,237 $ 1,179 Less: sublease rent income (342 ) — — Net rent expense $ 3,451 $ 1,237 $ 1,179 The non-cancelable operating lease for the Bellevue facility could be impacted by the corporate headquarters relocation announcement. See " Note 5: Restructuring " for additional information. 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 2015 credit facility, the Notes, and the note payable with related party. The Company may repay the amounts outstanding under the TaxAct - HD Vest 2015 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 9: 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 7: 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, 2016 , the total amount of collateral pledged under these standby letters of credit was $0.8 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. The Company accrues a liability when management believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Following is a brief description of the more significant legal proceedings. Although the Company believes that resolving such claims, individually or in aggregate, will not have a material adverse impact on its financial statements, these matters are subject to inherent uncertainties. On March 5, 2015, Remigius Shatas filed a shareholder derivative action against Andrew Snyder, a director of the Company, certain companies affiliated with Mr. Snyder, as well as nominal defendant Blucora, in the Superior Court of the State of Washington in and for King County. Although the Company is a nominal defendant, the plaintiff purports to bring the action on behalf of the Company and thus does not seek monetary damages from the Company. Instead, the plaintiff alleges improper use of inside information in certain sales of the Company's common stock and seeks to recover from Andrew Snyder and those companies affiliated with Mr. Snyder profits resulting from those allegedly improper sales. On May 15, 2015, the Superior 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. After appellate briefing and oral argument, on October 17, 2016, the Court of Appeals issued an opinion reversing the Superior Court’s decision and remanding for further proceedings. The Court of Appeals stated that the record was not sufficiently developed to allow for consideration of the Company’s alternate grounds for affirmance or its argument that the plaintiff lacked standing. The Court of Appeals indicated that the parties could litigate those issues on remand. On December 12, 2016, Jeffrey I. Tilden, the attorney for Mr. Shatas in the Washington action, filed a shareholder derivative action on his own behalf against the same defendants named in the Washington suit, as well as George Allen, GCA Savvian Advisors, LLC, and current and former members of the Blucora Board of Directors, in the Superior Court of the State of California in and for the County of San Francisco. The complaint asserts the same claims alleged in the Shatas action, as well as claims for breaches of fiduciary duty against current and former directors of the Company related to the Company’s share repurchases and the Company’s acquisitions of HD Vest and Monoprice. The complaint also asserts a claim against GCA Savvian, the Company’s financial advisor, for aiding and abetting breaches of fiduciary associated with the acquisitions. As with the Shatas action, the California derivative action does not seek monetary damages from the Company. The complaint seeks corporate governance reforms, declaratory relief, monetary damages from the other defendants, attorney’s fees and prejudgment interest. 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, 2016 | |
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 2016 and 2015 under its 2015 Incentive Plan (as amended and restated), as well as options and RSUs during 2016 under its 2016 Inducement Plan. The Company granted options and RSUs during 2015 and 2014 under its Restated 1996 Flexible Stock Incentive Plan. Options and RSUs generally vest over a period of three years, with one-third vesting one year from the date of grant and the remainder vesting ratably thereafter on a semi-annual basis , and expire seven years from the date of grant. There are a few exceptions to this vesting schedule, which provide for vesting at different rates or based on achievement of performance 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. Employee Stock Purchase Plan: The 1998 and 2016 Employee Stock Purchase Plans ( “ESPP” ) permit 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 2.4 million shares of common stock are authorized for issuance under the ESPP. Of this amount, 1.0 million shares were available for issuance as of December 31, 2016 . 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 could purchase its common stock in open-market transactions. The repurchase period concluded in May 2016. Repurchased shares were retired and resumed 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, 2016 — $ — $ — Year ended December 31, 2015 551 $ 14.01 $ 7,713 Year ended December 31, 2014 2,289 $ 16.85 $ 38,558 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 Total 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 ) Other comprehensive income 9 137 146 Balance as of December 31, 2016 $ (1 ) $ (380 ) $ (381 ) |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 was as follows: Number of shares authorized for awards 16,884,368 Options and RSUs outstanding 10,141,012 Options and RSUs expected to vest 8,698,137 Options and RSUs available for grant 5,547,330 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, 2015 5,395,760 $ 13.87 Granted 4,955,954 $ 8.59 Forfeited (908,061 ) $ 11.65 Expired (484,228 ) $ 14.37 Exercised (292,210 ) $ 9.40 Outstanding December 31, 2016 8,667,215 $ 11.21 $ 37,459 3.4 Exercisable December 31, 2016 3,907,632 $ 13.71 $ 10,484 2.0 Vested and expected to vest after December 31, 2016 7,477,947 $ 11.49 $ 31,081 3.6 Stock units Weighted average grant date fair value Intrinsic value Weighted average remaining contractual term (in years) RSUs: Outstanding December 31, 2015 1,008,099 $ 14.73 Granted 1,578,424 $ 7.82 Forfeited (448,465 ) $ 12.79 Vested (664,261 ) $ 13.52 Outstanding December 31, 2016 1,473,797 $ 8.45 $ 21,739 0.9 Expected to vest after December 31, 2016 1,220,190 $ 8.46 $ 17,998 0.9 Supplemental information is presented below: Years ended December 31, 2016 2015 2014 Stock options: Weighted average grant date fair value per share granted $ 2.46 $ 3.65 $ 5.67 Total intrinsic value of options exercised (in thousands) $ 437 $ 1,072 $ 3,600 Total fair value of options vested (in thousands) $ 7,064 $ 4,416 $ 4,000 RSUs: Weighted average grant date fair value per unit granted $ 7.82 $ 13.67 $ 18.44 Total intrinsic value of units vested (in thousands) $ 5,755 $ 5,437 $ 8,315 Total fair value of units vested (in thousands) $ 8,981 $ 6,742 $ 6,560 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, 2016 2015 2014 Cost of revenue $ 166 $ 96 $ 254 Engineering and technology 1,640 484 516 Sales and marketing 2,548 771 829 General and administrative 9,774 7,343 7,095 Restructuring (364 ) — — Total in continuing operations 13,764 8,694 8,694 Discontinued operations 1,471 4,402 3,190 Total $ 15,235 $ 13,096 $ 11,884 Total excluded and capitalized as part of internal-use software $ — $ 135 $ 106 In the fourth quarter of 2016, the Company recorded stock-based compensation expense in connection with the corporate headquarters relocation announcement. See " Note 5: Restructuring " for additional information. 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 constituted a qualified acquisition under such terms, resulting in a charge of $0.3 million to stock-based compensation expense (reflected in "General and administrative" expense) in 2014 . 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, 2016 2015 2014 Risk-free interest rate 0.83% - 1.59% 0.21% - 1.33% 0.11% - 1.31% Expected dividend yield 0 % 0 % 0 % Expected volatility 35% - 45% 34% - 40% 35% - 43% Expected life 3.4 years 3.0 years 3.0 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, 2016 , 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 $ 3,818 1.2 RSUs 4,737 1.2 Total for continuing operations $ 8,555 1.2 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
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 . HD Vest is included in Blucora's results of operations beginning on January 1, 2016. As a result of the Strategic Transformation and the 2016 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, 2016 2015 2014 Revenue: Wealth Management $ 316,546 $ — $ — Tax Preparation 139,365 117,708 103,719 Total revenue 455,911 117,708 103,719 Operating income (loss): Wealth Management 46,296 — — Tax Preparation 66,897 56,984 49,696 Corporate-level activity (76,076 ) (61,791 ) (45,093 ) Total operating income (loss) 37,117 (4,807 ) 4,603 Other loss, net (39,781 ) (12,542 ) (13,489 ) Income tax benefit 1,285 4,623 3,342 Discontinued operations, net of income taxes (63,121 ) (27,348 ) (30,003 ) Net loss $ (64,500 ) $ (40,074 ) $ (35,547 ) Revenues by major category within each segment are presented below (in thousands): Years ended December 31, 2016 2015 2014 Wealth Management: Commission $ 150,125 $ — $ — Advisory 129,417 — — Asset-based 22,653 — — Transaction and fee 14,351 — — Total Wealth Management revenue $ 316,546 $ — $ — Tax Preparation: Consumer $ 126,289 $ 105,367 $ 93,097 Professional 13,076 12,341 10,622 Total Tax Preparation revenue $ 139,365 $ 117,708 $ 103,719 |
Other Loss, Net
Other Loss, Net | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Other Loss, Net | " Other loss, net " consisted of the following (in thousands): Years ended December 31, 2016 2015 2014 Interest income $ (81 ) $ (609 ) $ (355 ) Interest expense (see Note 9) 32,424 9,044 9,476 Amortization of debt issuance costs (see Note 9) 1,840 1,133 1,059 Accretion of debt discounts (see Note 9) 4,690 3,866 3,594 Loss on debt extinguishment and modification expense (see Note 9 and next table) 1,036 398 — Gain on third party bankruptcy settlement (172 ) (1,128 ) (286 ) Other 44 (162 ) 1 Other loss, net $ 39,781 $ 12,542 $ 13,489 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. As discussed in Note 9: Debt , the Company repurchased some of the Notes and prepaid a portion of the TaxAct - HD Vest 2015 credit facility in 2016. In addition, the Company repaid the TaxAct 2013 credit facility in full in 2015 and subsequently closed it. This activity resulted in the following amounts recorded to loss on debt extinguishment and modification expense (in thousands): Years ended December 31, 2016 2015 2014 Gain on Convertible Senior Notes repurchased $ (7,724 ) $ — $ — Accelerated accretion of debt discount on Convertible Senior Notes 1,628 — — Accelerated amortization of debt issuance costs on Convertible Senior Notes 416 — — Accelerated accretion of debt discount and amortization of debt issuance costs on TaxAct - HD Vest 2015 credit facility 6,716 — — Write-off of debt issuance costs on TaxAct 2013 credit facility — 398 — Loss on debt extinguishment and modification expense $ 1,036 $ 398 $ — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income tax benefit consisted of the following (in thousands): Years ended December 31, 2016 2015 2014 Current: U.S. federal $ 14,695 $ 7,470 $ 6,306 State 2,048 514 210 Foreign 27 — — Total current expense 16,770 7,984 6,516 Deferred: U.S. federal (16,608 ) (12,004 ) (9,800 ) State (1,421 ) (538 ) (58 ) Foreign (26 ) (65 ) — Total deferred benefit (18,055 ) (12,607 ) (9,858 ) Income tax benefit $ (1,285 ) $ (4,623 ) $ (3,342 ) 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, 2016 2015 2014 Income tax benefit at the statutory federal income tax rate $ (930 ) $ (6,072 ) $ (3,110 ) State income taxes, net of federal benefit 454 (15 ) 99 Deductible domestic manufacturing costs (1,225 ) (787 ) (594 ) Non-deductible compensation 249 27 569 Non-deductible acquisition-related transaction costs (see Note 3) 37 2,524 — Change in liabilities for uncertain tax positions (86 ) — (72 ) Change in valuation allowance on unrealized capital losses 15 (223 ) (117 ) Other 201 (77 ) (117 ) Income tax benefit $ (1,285 ) $ (4,623 ) $ (3,342 ) 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, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 176,722 $ 182,599 Accrued compensation 12,069 12,519 Deferred revenue 3,740 3,845 Tax credit carryforwards 10,925 10,797 Stock-based compensation 9,689 8,416 Capital loss 37,680 498 Basis difference in discontinued E-Commerce business — 33,871 Other, net 5,798 6,222 Total gross deferred tax assets 256,623 258,767 Valuation allowance (226,813 ) (217,452 ) Deferred tax assets, net of valuation allowance 29,810 41,315 Deferred tax liabilities: Depreciation and amortization (138,034 ) (140,035 ) Discount on Notes (2,385 ) (4,422 ) Other, net (517 ) (378 ) Total gross deferred tax liabilities (140,936 ) (144,835 ) Net deferred tax liabilities $ (111,126 ) $ (103,520 ) At December 31, 2016 , 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. Through December 31, 2016, the Company applied a valuation allowance against these equity-based deferred tax assets until the Company utilized the deferred tax assets to reduce taxes payable, and, accordingly, the Company did 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, 2016 2015 Balance at beginning of year $ 217,452 $ 211,865 Net changes to deferred tax assets, subject to a valuation allowance 9,361 5,587 Balance at end of year $ 226,813 $ 217,452 For the years ended December 31, 2016 and 2015 , the valuation allowance change included increase s of $14.9 million and $22.1 million , respectively, for changes in deferred tax assets that were capital in nature, and decrease s of $5.7 million and $16.7 million , respectively, for the utilization of equity-based deferred tax assets to reduce taxes payable. As of December 31, 2016 , $186.7 million of the valuation allowance pertained to equity-based deferred tax assets. Through December 31, 2016, the consolidated balance sheets reflected an increase in equity upon the release of this valuation allowance, and, accordingly, income tax expense did not reflect a benefit for the release of this valuation allowance. As of December 31, 2016 , the Company’s U.S. federal and state net operating loss carryforwards for income tax purposes were $504.0 million and $30.8 million , respectively, which primarily related to excess tax benefits for stock-based compensation. Prior to January 1, 2017, when the net operating loss carryforwards related to stock-based compensation were recognized, the income tax benefit of those losses was accounted for as a credit to stockholders’ equity on the consolidated balance sheets. Beginning on January 1, 2017, such income tax benefit will be accounted for as a credit on the consolidated statements of comprehensive income, as further described in the Recent accounting pronouncements section of " Note 2: Summary of Significant Accounting Policies ." If not utilized, the Company’s federal net operating loss carryforwards will expire between 2020 and 2036 , 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, 2016 2015 2014 Balance at beginning of year $ 21,741 $ 18,403 $ 18,537 Gross increases for tax positions of prior years 331 2,708 126 Gross decreases for tax positions of prior years (93 ) (9 ) (199 ) Gross increases for tax positions of current year 997 751 — Settlements (57 ) (112 ) (61 ) Balance at end of year $ 22,919 $ 21,741 $ 18,403 The total amount of unrecognized tax benefits that could affect the Company’s effective tax rate if recognized was $4.5 million and $3.4 million as of December 31, 2016 and 2015 , respectively. The remaining $18.4 million as of December 31, 2016 and 2015 , 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 2012, 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, 2016 , no significant adjustments have been proposed relative to the Company’s tax positions. During the years ended December 31, 2016 , 2015 , and 2014 , the Company recognized less than $0.2 million of interest and penalties related to uncertain tax positions. The Company had approximately $1.0 million and $0.8 million accrued for interest and penalties as of December 31, 2016 and 2015 , respectively. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Basic net loss per share " is computed using the weighted average number of common shares outstanding during the period. " Diluted net loss per share " is computed using the weighted average number of common shares outstanding plus the number of dilutive potential common shares outstanding during the period. Dilutive potential common shares consist of the incremental common shares issuable upon the exercise of outstanding stock options, vesting of unvested RSUs, and conversion or maturity of the Notes. Dilutive potential common shares are excluded from the computation of earnings per share if their effect is antidilutive. The computation of basic and diluted net loss per share attributable to Blucora, Inc. is as follows (in thousands): Years ended December 31, 2016 2015 2014 Numerator: Loss from continuing operations $ (1,379 ) $ (12,726 ) $ (5,544 ) Net income attributable to noncontrolling interests (658 ) — — Loss from continuing operations attributable to Blucora, Inc. (2,037 ) (12,726 ) (5,544 ) Loss from discontinued operations attributable to Blucora, Inc. (63,121 ) (27,348 ) (30,003 ) Net loss attributable to Blucora, Inc. $ (65,158 ) $ (40,074 ) $ (35,547 ) Denominator: Weighted average common shares outstanding, basic 41,494 40,959 41,396 Dilutive potential common shares — — — Weighted average common shares outstanding, diluted 41,494 40,959 41,396 Net loss per share attributable to Blucora, Inc.- basic: Continuing operations $ (0.05 ) $ (0.31 ) $ (0.13 ) Discontinued operations (1.52 ) (0.67 ) (0.73 ) Basic net loss per share $ (1.57 ) $ (0.98 ) $ (0.86 ) Net loss per share attributable to Blucora, Inc. - diluted: Continuing operations $ (0.05 ) $ (0.31 ) $ (0.13 ) Discontinued operations (1.52 ) (0.67 ) (0.73 ) Diluted net loss per share $ (1.57 ) $ (0.98 ) $ (0.86 ) Shares excluded 9,774 5,975 5,468 Shares excluded primarily related 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). As more fully discussed in " Note 9: 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. The Company expects to have the liquidity to satisfy conversion of the Notes' principal for cash based upon cash on hand, net cash flows from operations, and cash available through the credit facility. As a result, the Company only includes the impact of the premium feature in its dilutive potential common shares when the average stock price for the reporting period exceeds the conversion price of the Notes, which did not occur during any of the years presented . |
The Company and Basis of Pres24
The Company and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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 noncontrolling interests: Noncontrolling 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. |
Use of estimates | Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP” ) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and disclosure of contingencies. Estimates include those used for impairment of goodwill and other intangible assets, useful lives of other intangible assets, acquisition accounting, valuation of investments, revenue recognition, the estimated allowance for sales returns and doubtful accounts, 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 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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. |
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 included 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, except for advisor relationships which are amortized proportional to expected revenue. Acquisition-related costs, including advisory, legal, accounting, valuation, and other similar costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. |
Goodwill and intangible assets impairment | Goodwill and intangible assets impairment: The Company evaluates goodwill and indefinite-lived intangible assets for impairment annually, as of November 30, or more frequently when events or circumstances indicate that impairment may have occurred. As part of the impairment evaluation, the Company may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit (for goodwill) or an indefinite-lived intangible asset is less than its carrying value, or if the Company elects to bypass the qualitative assessment, the Company then would proceed with the quantitative impairment test. The goodwill quantitative impairment test is a two-step process that first compares the carrying values of reporting units to their fair values. If the carrying value of a reporting unit exceeds the fair value, a second step is performed to compute the amount of impairment. This second step determines the current fair values of all assets and liabilities of the reporting unit and then compares the implied fair value of the reporting unit's goodwill to the carrying value of that goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess. The indefinite-lived intangible asset quantitative impairment test compares the carrying value of the intangible asset to its fair value. If the carrying value of the intangible asset exceeds the fair value, an impairment loss is recognized in an amount equal to the excess. Fair value typically is estimated using the present value of future discounted cash flows, an income approach. The significant estimates in the discounted cash flow model include the weighted-average cost of capital, long-term rates of revenue growth and/or profitability of our businesses, and working capital effects. The weighted-average cost of capital considers the relevant risk associated with business-specific characteristics and the uncertainty related to each business's ability to achieve the projected cash flows. To validate the reasonableness of the reporting unit fair values, 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. |
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 9: 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, adjusted for repurchases. The debt issuance costs allocated to the equity component of the Notes were recorded as an offset to "Additional paid-in capital" |
Fair value of financial instruments | Fair value of financial instruments : The Company measures its cash equivalents, available-for-sale investments, and contingent consideration liability at fair value. The Company considers the carrying values of accounts receivable, commissions receivable, other receivables, prepaid expenses, other current assets, accounts payable, commissions and advisory fees 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 noncontrolling 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 noncontrolling interests: Noncontrolling 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 judgment and 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. Wealth management revenue recognition : Wealth management revenue consists primarily of commission revenue, advisory revenue, asset-based revenue, and transaction and fee revenue. Revenue is recognized in the periods in which the related services are performed, provided that persuasive evidence of an arrangement exists, the fee is fixed or determinable, and collectibility is reasonably assured. Payments received by the Company in advance of the performance of service are deferred and recognized as revenue when earned. The Company considers the nature of its contractual arrangements in determining whether to recognize certain types of wealth management revenue, primarily commission revenue and advisory revenue, on the basis of the gross amount billed or net amount retained after payments are made to providers of certain services related to the product or service offering. The main factors that the Company uses to determine whether to record revenue on a gross or net basis are whether: • the Company is primarily responsible for the service to the financial advisor and their client; • the Company has discretion in establishing fees paid by the client and fees due to the third-party service provider; and • the Company is involved in the determination of product or service specifications. When client fees include a portion of charges that are paid to another party and the Company is primarily responsible for providing the service to the client, revenue is recognized on a gross basis in an amount equal to the fee paid by the client. The cost of revenue recognized is the amount due to the other party. In instances in which another party is primarily responsible for providing the service to the client, revenue is recognized in the net amount retained by the Company. The portion of the fees that are collected from the client by the Company and remitted to the other party are considered pass-through amounts and are not a component of revenue or cost of revenue. Further details of wealth management revenue are as follows: • Commission revenue - 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 commission revenue on a trade-date basis, which is when the Company's performance obligations in generating the commissions have been substantially completed. Trailing commission revenue is based on a percentage of the current market value of clients' investment holdings in trail-eligible assets and recognized over the period during which services are performed. Since trailing commission revenue is generally paid in arrears, the Company estimates it based on a number of factors, including stock market index levels and the amount of trailing commission revenues received in prior periods. A substantial portion of commission revenue is ultimately paid to 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. Such amounts are recorded as "Commissions and advisory fees payable" on the consolidated balance sheets and "Wealth management services cost of revenue" on the consolidated statements of comprehensive income. • Advisory revenue - Advisory revenue includes fees charged to clients in advisory accounts where HD Vest is the Registered Investment Advisor ( “RIA” ). These fees are based on the value of assets within these advisory accounts. A substantial portion of these advisory fees are paid to the related financial advisor and these payments are classified as "Wealth management services cost of revenue" in the consolidated statements of comprehensive income. • Asset-based revenue - Asset-based revenue primarily includes fees from financial product manufacturer sponsorship programs and cash sweep programs and are recognized ratably over the period in which services are provided. • Transaction and fee revenue - The Company charges fees for executing certain transactions in client accounts. Transaction-related charges are recognized on a trade-date basis. Other fees relate to services provided and other account charges as generally outlined in agreements with financial advisors, clients, and financial institutions. Such fees are recognized as services are performed or as earned, as applicable. |
Tax preparation revenue recognition | Tax preparation revenue recognition : The Company derives revenue from the sale of tax preparation online services, ancillary services, packaged tax preparation software, and multiple element arrangements that may include a combination of these items. Ancillary services 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, to a lesser extent, 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. 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. "Cost of revenue" consists of costs related to the Wealth Management and Tax Preparation businesses, which include commissions to financial advisors, third-party costs, and costs associated with the technical support team and the operation of its data centers. Data center costs include personnel expenses (salaries, stock-based compensation, benefits, and other employee-related costs), the cost of temporary help and contractors, professional services fees (which include technology project consulting fees), 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, software support and maintenance, bandwidth and hosting, and professional services fees. |
Sales and marketing expenses | Sales and marketing expenses: Sales and marketing expenses consist principally of personnel expenses (salaries, stock-based compensation, benefits, and other employee-related costs) and the cost of temporary help and contractors for those engaged in marketing, selling, and sales support operations activities, marketing expenses associated with the HD Vest and TaxAct businesses (which primarily include television, radio, online, text, email, and sponsorship channels), and back office processing support expenses associated with the HD Vest business (occupancy and general office expenses, regulatory fees, and license fees). 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, 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 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, trade accounts receivable, and commissions receivable. These instruments are generally unsecured and uninsured. For cash equivalents, short-term investments, and commissions receivable, the Company attempts to manage exposure to counterparty credit risk by only entering into agreements with major financial institutions and investment sponsors that are expected to be able to fully perform under the terms of the agreement. 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. |
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. The Company currently is considering ASUs that impact the following areas: Revenue recognition - 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 adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company has made significant progress towards completing its evaluation of potential changes from adopting the new guidance on its core revenues and continues to evaluate the impact of this guidance on its consolidated financial statements and related disclosures. The Company expects to have its preliminary evaluation, including the selection of an adoption method, completed by the end of the first half of 2017. The Company is not planning to early adopt and currently expects to adopt the new guidance in the first quarter of 2018. Leases - In February 2016, the FASB issued an ASU on lease accounting, whereby lease assets and liabilities, whether arising from leases that are considered operating or finance (capital), will be recognized on the balance sheet. Enhanced qualitative disclosures also will be required. This guidance is effective on a modified retrospective basis--with various practical expedients related to leases that commenced before the effective date--for annual reporting periods, including interim reporting periods within those annual reporting periods, beginning after December 15, 2018. Earlier adoption is permitted. The Company currently is evaluating the impact of this guidance on its consolidated financial statements and related disclosures. Stock-based compensation - In March 2016, the FASB issued an ASU on employee share-based payment accounting. The ASU requires that excess tax benefits and deficiencies be recognized as income tax benefit or expense, rather than as additional paid-in capital. In addition, the ASU requires that excess tax benefits be recorded in the period that shares vest or settle, regardless of whether the benefit reduces taxes payable in the same period. Cash flows related to excess tax benefits will be included as an operating activity, and no longer classified as a financing activity, in the statement of cash flows. This guidance is effective for annual reporting periods, including interim reporting periods within those annual reporting periods, beginning after December 15, 2016. Earlier adoption is permitted. The guidance related to the recognition of excess tax benefits and deficiencies as income tax benefit or expense is effective on a prospective basis, and the guidance related to the timing of excess tax benefit recognition is effective using a modified retrospective transition method with a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. The cash flow presentation guidance is effective on a retrospective or prospective basis. The Company will implement this ASU on January 1, 2017 and record a cumulative-effect adjustment to credit retained earnings of $51.5 million for excess tax benefits which the Company has deemed realizable. In addition to this: • On a prospective basis, the primary impact of adoption will be the recognition of current period excess tax benefits and deficiencies in the income tax provision (rather than in additional paid-in capital). The actual impact of this item will depend upon certain variables, including the Company's stock price. • On a retrospective basis, the Company will present excess tax benefits as an operating activity (rather than a financing activity) in the statement of cash flows. Beginning with 2017 financial statements, prior period statements of cash flows will be restated, which will result in an increase to cash provided by operating activities from continuing operations and a corresponding decrease to cash provided by financing activities from continuing operations for the amount historically presented in the "excess tax benefits from stock-based award activity" line item in the statements of cash flows. The ASU also clarifies that payments made to tax authorities on an employee's behalf for withheld shares should be presented as a financing activity in the statement of cash flows, allows the repurchase of more of an employee's shares for tax withholding purposes without triggering liability accounting, and provides an accounting policy election to account for forfeitures as they occur. The cash flow presentation requirements for payments made to tax authorities on an employee's behalf will have no impact to any periods presented, since such cash flows historically have been presented as a financing activity. The Company is not planning to change tax withholdings and will continue to estimate forfeitures in determining the amount of compensation cost to be recognized in each period. |
Net Loss Per Share (Policies)
Net Loss Per Share (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share, Policy | " Basic net loss per share " is computed using the weighted average number of common shares outstanding during the period. " Diluted net loss per share " is computed using the weighted average number of common shares outstanding plus the number of dilutive potential common shares outstanding during the period. Dilutive potential common shares consist of the incremental common shares issuable upon the exercise of outstanding stock options, vesting of unvested RSUs, and conversion or maturity of the Notes. Dilutive potential common shares are excluded from the computation of earnings per share if their effect is antidilutive. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 | |
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 $ 78,681 Liabilities assumed (21,212 ) Identifiable net assets acquired $ 57,469 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 $ 612,288 Plus: promissory note 6,400 Plus: noncontrolling interest 15,038 Less: escrow receivable (20,000 ) Purchase price 613,726 Less: identifiable net assets acquired (57,469 ) 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 $ 356,041 |
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 the 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, 2016 | |
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, 2016 2015 2014 Major classes of items in net income (loss): Revenues $ 227,989 $ 352,077 $ 477,001 Operating expenses (211,395 ) (391,702 ) (490,006 ) Other loss, net (719 ) (2,673 ) (1,316 ) Income (loss) from discontinued operations before income taxes 15,875 (42,298 ) (14,321 ) Loss on sale of discontinued operations before income taxes (73,800 ) — — Discontinued operations, before income taxes (57,925 ) (42,298 ) (14,321 ) Income tax benefit (expense) (5,196 ) 14,950 (15,682 ) Discontinued operations, net of income taxes $ (63,121 ) $ (27,348 ) $ (30,003 ) December 31, 2016 2015 Major classes of assets and liabilities: Cash $ — $ 2,158 Accounts receivable, net of allowance — 26,352 Inventories — 43,480 Other current assets — 3,182 Property and equipment, net — 9,824 Goodwill, net — 67,201 Other intangible assets, net — 59,006 Other long-term assets — 460 Total assets of discontinued operations $ — $ 211,663 Accounts payable $ — $ 33,295 Other current liabilities — 15,622 Debt (net of discount and including short-term and long-term portions) — 25,000 Deferred tax liability, net — 13,816 Other long-term liabilities — 542 Total liabilities of discontinued operations $ — $ 88,275 |
Business Exit Cost Liability | The following table summarizes the activity in the business exit cost liability (in thousands): Employee-Related Termination Costs Balance as of December 31, 2014 $ — Charges 994 Balance as of December 31, 2015 994 Charges 3,552 Payments (4,396 ) Balance as of December 31, 2016 $ 150 |
Schedule of Long-term Debt Instruments | The debt in discontinued operations consisted of the following (in thousands): December 31, 2016 2015 Monoprice 2013 credit facility $ — $ 25,000 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table summarizes the activity in the restructuring liability (in thousands): Employee-Related Termination Costs Other Costs Stock-Based Compensation Total Balance as of December 31, 2015 $ — $ — $ — $ — Charges 4,234 — (364 ) 3,870 Non-cash — — 364 364 Balance as of December 31, 2016 $ 4,234 $ — $ — $ 4,234 Total amount expected to be incurred (1) $ 4,707 $ 155 $ 574 $ 5,436 Cumulative amount incurred to date $ 4,234 $ — $ (364 ) $ 3,870 (1) Does not include the impact of the non-cancelable operating lease and related fixed assets, which are discussed further in the last paragraph of this note. |
Goodwill and Other Intangible31
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 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 Purchase accounting adjustments (345 ) — (345 ) Foreign currency translation adjustment — 127 127 Balance as of December 31, 2016 $ 356,041 $ 192,700 $ 548,741 |
Intangible Assets Other than Goodwill | Intangible assets other than goodwill consisted of the following (in thousands): December 31, 2016 December 31, 2015 Gross carrying amount Accumulated amortization Net Gross carrying amount Accumulated amortization Net Definite-lived intangible assets: Customer relationships $ 101,690 $ (62,381 ) $ 39,309 $ 101,681 $ (49,664 ) $ 52,017 Advisor relationships 240,300 (17,138 ) 223,162 240,300 — 240,300 Sponsor relationships 16,500 (917 ) 15,583 16,500 — 16,500 Curriculum 800 (200 ) 600 800 — 800 Technology 43,855 (32,331 ) 11,524 43,948 (29,270 ) 14,678 Total definite-lived intangible assets 403,145 (112,967 ) 290,178 403,229 (78,934 ) 324,295 Indefinite-lived intangible assets: Trade names 72,000 — 72,000 72,000 — 72,000 Total $ 475,145 $ (112,967 ) $ 362,178 $ 475,229 $ (78,934 ) $ 396,295 |
Summary of Amortization Expense | Amortization expense was as follows (in thousands): Years ended December 31, 2016 2015 2014 Statement of comprehensive income line item: Cost of revenue $ 812 $ 7,546 $ 7,450 Amortization of other acquired intangible assets 33,331 12,757 12,742 Total $ 34,143 $ 20,303 $ 20,192 |
Information About Expected Amortization of Definite-Lived Intangible Assets | Expected amortization of definite-lived intangible assets held as of December 31, 2016 is as follows (in thousands): 2017 2018 2019 2020 2021 Thereafter Total Statement of comprehensive income line item: Cost of revenue $ 188 $ 94 $ — $ — $ — $ — $ 282 Amortization of other acquired intangible assets 33,155 32,844 32,607 20,254 17,423 153,613 289,896 Total $ 33,343 $ 32,938 $ 32,607 $ 20,254 $ 17,423 $ 153,613 $ 290,178 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 and liabilities carried at fair value and measured on a recurring basis was as follows (in thousands): December 31, 2016 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: U.S. government securities $ 2,749 $ — $ 2,749 $ — Money market and other funds 4,090 — 4,090 — Commercial paper 1,999 — 1,999 — Taxable municipal bonds 1,301 — 1,301 — Total cash equivalents 10,139 — 10,139 — Available-for-sale investments: Debt securities: U.S. government securities 2,000 — 2,000 — Commercial paper 1,998 — 1,998 — Time deposits 807 — 807 — Taxable municipal bonds 2,296 — 2,296 — Total debt securities 7,101 — 7,101 — Total assets at fair value $ 17,240 $ — $ 17,240 $ — Acquisition-related contingent consideration liability $ 3,421 $ — $ — $ 3,421 Total liabilities at fair value $ 3,421 $ — $ — $ 3,421 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 $ — Acquisition-related contingent consideration liability $ 2,951 $ — $ — $ 2,951 Total liabilities at fair value $ 2,951 $ — $ — $ 2,951 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | A reconciliation of Level 3 items measured at fair value on a recurring basis was as follows (in thousands): Years ended December 31, 2016 2015 Acquisition-related contingent consideration liability: Balance at beginning of year $ 2,951 $ — Initial estimate upon acquisition — 3,274 Revaluation 391 — Foreign currency transaction (gain) loss 79 (323 ) Balance at end of year $ 3,421 $ 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, 2016 $ 7,102 $ — $ (1 ) $ 7,101 Balance as of December 31, 2015 $ 11,316 $ — $ (15 ) $ 11,301 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 Prepaid expenses $ 5,990 $ 9,893 Other current assets, net 331 169 Total prepaid expenses and other current assets, net $ 6,321 $ 10,062 |
Property and Equipment | Property and equipment, net consisted of the following (in thousands): December 31, 2016 2015 Computer equipment and data center $ 6,884 $ 5,383 Purchased software 4,420 2,115 Internally-developed software 2,478 1,999 Office equipment 745 587 Office furniture 1,532 1,529 Leasehold improvements and other 6,246 6,131 22,305 17,744 Accumulated depreciation (12,269 ) (6,915 ) 10,036 10,829 Capital projects in progress 800 479 Total property and equipment, net $ 10,836 $ 11,308 |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2016 2015 Salaries and related expenses $ 12,506 $ 7,581 Accrued interest on Notes (see Note 9) 1,837 2,138 Other 4,185 3,287 Total accrued expenses and other current liabilities $ 18,528 $ 13,006 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Debt | The Company’s debt consisted of the following (in thousands): December 31, 2016 December 31, 2015 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 $ 260,000 $ (7,124 ) $ (5,295 ) $ 247,581 $ 400,000 $ (12,000 ) $ (8,919 ) $ 379,081 Convertible Senior Notes 172,859 (6,913 ) (1,770 ) 164,176 201,250 (12,207 ) (3,125 ) 185,918 Note payable, related party 3,200 — — 3,200 6,400 — — 6,400 Total debt $ 436,059 $ (14,037 ) $ (7,065 ) $ 414,957 $ 607,650 $ (24,207 ) $ (12,044 ) $ 571,399 |
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, 2016 2015 2014 Contractual interest expense (Cash) $ 7,619 $ 8,553 $ 8,553 Amortization of debt issuance costs (Non-cash) 939 989 920 Accretion of debt discount (Non-cash) 3,666 3,866 3,594 Total interest expense $ 12,224 $ 13,408 $ 13,067 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, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Contractual Commitments | The Company's contractual commitments are as follows for years ending December 31 (in thousands): 2017 2018 2019 2020 2021 Thereafter Total Operating lease commitments: Operating lease obligations $ 3,948 $ 4,028 $ 4,108 $ 3,797 $ 2,441 $ 3,657 $ 21,979 Sublease income (770 ) (793 ) (815 ) (624 ) — — (3,002 ) Net operating lease commitments 3,178 3,235 3,293 3,173 2,441 3,657 18,977 Purchase commitments 3,174 2,703 — — — — 5,877 Debt commitments 2,560 640 172,859 — — 260,000 436,059 Interest on Notes 7,347 7,347 3,673 — — — 18,367 Acquisition-related contingent consideration liability 872 1,129 1,420 — — — 3,421 Total $ 17,131 $ 15,054 $ 181,245 $ 3,173 $ 2,441 $ 263,657 $ 482,701 |
Operating Leases of Lessee Disclosure | Net rent expense under operating leases was as follows (in thousands): Years ended December 31, 2016 2015 2014 Rent expense $ 3,793 $ 1,237 $ 1,179 Less: sublease rent income (342 ) — — Net rent expense $ 3,451 $ 1,237 $ 1,179 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 — $ — $ — Year ended December 31, 2015 551 $ 14.01 $ 7,713 Year ended December 31, 2014 2,289 $ 16.85 $ 38,558 |
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 Total 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 ) Other comprehensive income 9 137 146 Balance as of December 31, 2016 $ (1 ) $ (380 ) $ (381 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 was as follows: Number of shares authorized for awards 16,884,368 Options and RSUs outstanding 10,141,012 Options and RSUs expected to vest 8,698,137 Options and RSUs available for grant 5,547,330 |
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, 2015 5,395,760 $ 13.87 Granted 4,955,954 $ 8.59 Forfeited (908,061 ) $ 11.65 Expired (484,228 ) $ 14.37 Exercised (292,210 ) $ 9.40 Outstanding December 31, 2016 8,667,215 $ 11.21 $ 37,459 3.4 Exercisable December 31, 2016 3,907,632 $ 13.71 $ 10,484 2.0 Vested and expected to vest after December 31, 2016 7,477,947 $ 11.49 $ 31,081 3.6 Stock units Weighted average grant date fair value Intrinsic value Weighted average remaining contractual term (in years) RSUs: Outstanding December 31, 2015 1,008,099 $ 14.73 Granted 1,578,424 $ 7.82 Forfeited (448,465 ) $ 12.79 Vested (664,261 ) $ 13.52 Outstanding December 31, 2016 1,473,797 $ 8.45 $ 21,739 0.9 Expected to vest after December 31, 2016 1,220,190 $ 8.46 $ 17,998 0.9 |
Schedule of Supplemental Information | Supplemental information is presented below: Years ended December 31, 2016 2015 2014 Stock options: Weighted average grant date fair value per share granted $ 2.46 $ 3.65 $ 5.67 Total intrinsic value of options exercised (in thousands) $ 437 $ 1,072 $ 3,600 Total fair value of options vested (in thousands) $ 7,064 $ 4,416 $ 4,000 RSUs: Weighted average grant date fair value per unit granted $ 7.82 $ 13.67 $ 18.44 Total intrinsic value of units vested (in thousands) $ 5,755 $ 5,437 $ 8,315 Total fair value of units vested (in thousands) $ 8,981 $ 6,742 $ 6,560 |
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, 2016 2015 2014 Cost of revenue $ 166 $ 96 $ 254 Engineering and technology 1,640 484 516 Sales and marketing 2,548 771 829 General and administrative 9,774 7,343 7,095 Restructuring (364 ) — — Total in continuing operations 13,764 8,694 8,694 Discontinued operations 1,471 4,402 3,190 Total $ 15,235 $ 13,096 $ 11,884 Total excluded and capitalized as part of internal-use software $ — $ 135 $ 106 |
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, 2016 2015 2014 Risk-free interest rate 0.83% - 1.59% 0.21% - 1.33% 0.11% - 1.31% Expected dividend yield 0 % 0 % 0 % Expected volatility 35% - 45% 34% - 40% 35% - 43% Expected life 3.4 years 3.0 years 3.0 years |
Unrecognized Stock-Based Compensation Expense | As of December 31, 2016 , 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 $ 3,818 1.2 RSUs 4,737 1.2 Total for continuing operations $ 8,555 1.2 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 2014 Revenue: Wealth Management $ 316,546 $ — $ — Tax Preparation 139,365 117,708 103,719 Total revenue 455,911 117,708 103,719 Operating income (loss): Wealth Management 46,296 — — Tax Preparation 66,897 56,984 49,696 Corporate-level activity (76,076 ) (61,791 ) (45,093 ) Total operating income (loss) 37,117 (4,807 ) 4,603 Other loss, net (39,781 ) (12,542 ) (13,489 ) Income tax benefit 1,285 4,623 3,342 Discontinued operations, net of income taxes (63,121 ) (27,348 ) (30,003 ) Net loss $ (64,500 ) $ (40,074 ) $ (35,547 ) |
Schedule of Segment Reporting Information, by Segment | Revenues by major category within each segment are presented below (in thousands): Years ended December 31, 2016 2015 2014 Wealth Management: Commission $ 150,125 $ — $ — Advisory 129,417 — — Asset-based 22,653 — — Transaction and fee 14,351 — — Total Wealth Management revenue $ 316,546 $ — $ — Tax Preparation: Consumer $ 126,289 $ 105,367 $ 93,097 Professional 13,076 12,341 10,622 Total Tax Preparation revenue $ 139,365 $ 117,708 $ 103,719 |
Other Loss, Net (Tables)
Other Loss, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Loss Net | " Other loss, net " consisted of the following (in thousands): Years ended December 31, 2016 2015 2014 Interest income $ (81 ) $ (609 ) $ (355 ) Interest expense (see Note 9) 32,424 9,044 9,476 Amortization of debt issuance costs (see Note 9) 1,840 1,133 1,059 Accretion of debt discounts (see Note 9) 4,690 3,866 3,594 Loss on debt extinguishment and modification expense (see Note 9 and next table) 1,036 398 — Gain on third party bankruptcy settlement (172 ) (1,128 ) (286 ) Other 44 (162 ) 1 Other loss, net $ 39,781 $ 12,542 $ 13,489 |
Schedule of Extinguishment of Debt | This activity resulted in the following amounts recorded to loss on debt extinguishment and modification expense (in thousands): Years ended December 31, 2016 2015 2014 Gain on Convertible Senior Notes repurchased $ (7,724 ) $ — $ — Accelerated accretion of debt discount on Convertible Senior Notes 1,628 — — Accelerated amortization of debt issuance costs on Convertible Senior Notes 416 — — Accelerated accretion of debt discount and amortization of debt issuance costs on TaxAct - HD Vest 2015 credit facility 6,716 — — Write-off of debt issuance costs on TaxAct 2013 credit facility — 398 — Loss on debt extinguishment and modification expense $ 1,036 $ 398 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense (Benefit) from Continuing Operations | Income tax benefit consisted of the following (in thousands): Years ended December 31, 2016 2015 2014 Current: U.S. federal $ 14,695 $ 7,470 $ 6,306 State 2,048 514 210 Foreign 27 — — Total current expense 16,770 7,984 6,516 Deferred: U.S. federal (16,608 ) (12,004 ) (9,800 ) State (1,421 ) (538 ) (58 ) Foreign (26 ) (65 ) — Total deferred benefit (18,055 ) (12,607 ) (9,858 ) Income tax benefit $ (1,285 ) $ (4,623 ) $ (3,342 ) |
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, 2016 2015 2014 Income tax benefit at the statutory federal income tax rate $ (930 ) $ (6,072 ) $ (3,110 ) State income taxes, net of federal benefit 454 (15 ) 99 Deductible domestic manufacturing costs (1,225 ) (787 ) (594 ) Non-deductible compensation 249 27 569 Non-deductible acquisition-related transaction costs (see Note 3) 37 2,524 — Change in liabilities for uncertain tax positions (86 ) — (72 ) Change in valuation allowance on unrealized capital losses 15 (223 ) (117 ) Other 201 (77 ) (117 ) Income tax benefit $ (1,285 ) $ (4,623 ) $ (3,342 ) |
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, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 176,722 $ 182,599 Accrued compensation 12,069 12,519 Deferred revenue 3,740 3,845 Tax credit carryforwards 10,925 10,797 Stock-based compensation 9,689 8,416 Capital loss 37,680 498 Basis difference in discontinued E-Commerce business — 33,871 Other, net 5,798 6,222 Total gross deferred tax assets 256,623 258,767 Valuation allowance (226,813 ) (217,452 ) Deferred tax assets, net of valuation allowance 29,810 41,315 Deferred tax liabilities: Depreciation and amortization (138,034 ) (140,035 ) Discount on Notes (2,385 ) (4,422 ) Other, net (517 ) (378 ) Total gross deferred tax liabilities (140,936 ) (144,835 ) Net deferred tax liabilities $ (111,126 ) $ (103,520 ) |
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, 2016 2015 Balance at beginning of year $ 217,452 $ 211,865 Net changes to deferred tax assets, subject to a valuation allowance 9,361 5,587 Balance at end of year $ 226,813 $ 217,452 |
Reconciliation of Unrecognized Tax Benefit Balances | A reconciliation of the unrecognized tax benefit balances is as follows (in thousands): Years ended December 31, 2016 2015 2014 Balance at beginning of year $ 21,741 $ 18,403 $ 18,537 Gross increases for tax positions of prior years 331 2,708 126 Gross decreases for tax positions of prior years (93 ) (9 ) (199 ) Gross increases for tax positions of current year 997 751 — Settlements (57 ) (112 ) (61 ) Balance at end of year $ 22,919 $ 21,741 $ 18,403 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Summary of Dilutive Effect for Awards with Exercise Price Less Than Average Stock Price | The computation of basic and diluted net loss per share attributable to Blucora, Inc. is as follows (in thousands): Years ended December 31, 2016 2015 2014 Numerator: Loss from continuing operations $ (1,379 ) $ (12,726 ) $ (5,544 ) Net income attributable to noncontrolling interests (658 ) — — Loss from continuing operations attributable to Blucora, Inc. (2,037 ) (12,726 ) (5,544 ) Loss from discontinued operations attributable to Blucora, Inc. (63,121 ) (27,348 ) (30,003 ) Net loss attributable to Blucora, Inc. $ (65,158 ) $ (40,074 ) $ (35,547 ) Denominator: Weighted average common shares outstanding, basic 41,494 40,959 41,396 Dilutive potential common shares — — — Weighted average common shares outstanding, diluted 41,494 40,959 41,396 Net loss per share attributable to Blucora, Inc.- basic: Continuing operations $ (0.05 ) $ (0.31 ) $ (0.13 ) Discontinued operations (1.52 ) (0.67 ) (0.73 ) Basic net loss per share $ (1.57 ) $ (0.98 ) $ (0.86 ) Net loss per share attributable to Blucora, Inc. - diluted: Continuing operations $ (0.05 ) $ (0.31 ) $ (0.13 ) Discontinued operations (1.52 ) (0.67 ) (0.73 ) Diluted net loss per share $ (1.57 ) $ (0.98 ) $ (0.86 ) Shares excluded 9,774 5,975 5,468 |
The Company and Basis of Pres42
The Company and Basis of Presentation - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($)Segment | Nov. 17, 2016USD ($) | Aug. 09, 2016USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of segments | Segment | 2 | ||
Discontinued Operations, Disposed of by Sale [Member] | Search and Content [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Consideration for sale | $ 45.2 | ||
Discontinued Operations, Disposed of by Sale [Member] | E Commerce [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Consideration for sale | $ 39.5 | $ 40.5 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Summary of Estimated Useful Life of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
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 Accoun44
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 01, 2017 | |
Summary Of Significant Accounting Policy [Line Items] | ||||
Software development costs | $ 1 | $ 0.3 | $ 0.3 | |
Redeemable noncontrolling interest, equity, redemption value | 11.6 | |||
Research and development expenses | 13.7 | 4.8 | 2.8 | |
Advertising expense | 44 | 35.5 | 33.4 | |
Prepaid advertising costs | 0.6 | 3.9 | ||
Company contribution for employees | $ 1.4 | $ 0.6 | $ 0.3 | |
Additional-paid-in capital [Member] | Accounting Standards Update 2016-09 [Member] | Subsequent Event [Member] | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Cumulative effect adjustments | $ 51.5 | |||
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 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Credit facility borrowed | $ 607,650,000 | $ 436,059,000 | $ 436,059,000 | |
Finite-lived intangible asset, useful life | 194 months | |||
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 | 228 months | |||
Sponsor Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 204 months | |||
Curriculum [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 36 months | |||
TaxACT - HD Vest 2015 credit facility [Member] | ||||
Business Acquisition [Line Items] | ||||
Credit facility borrowed | 400,000,000 | $ 260,000,000 | $ 260,000,000 | |
TaxACT - HD Vest 2015 credit facility [Member] | Term loan [Member] | ||||
Business Acquisition [Line Items] | ||||
Credit facility borrowed | $ 400,000,000 | 400,000,000 | 400,000,000 | |
HD Vest [Member] | ||||
Business Acquisition [Line Items] | ||||
Date of acquisition | Dec. 31, 2015 | |||
Purchase price | $ 613,726,000 | |||
Business combination, cash acquired | $ 38,874,000 | |||
Working capital adjustment | $ 1,800,000 | |||
Ownership percentage | 95.52% | |||
Noncontrolling interest ownership percentage | 4.48% | |||
Cash paid | $ 612,288,000 | |||
Increase to net assets acquired | 57,469,000 | 2,100,000 | $ 2,100,000 | |
Goodwill, period decrease | $ (2,100,000) | |||
Business combination, contingent consideration | 20,000,000 | |||
Business combination, acquired accounts receivable, gross contractual amount | 21,600,000 | |||
Debt issuance costs | 21,800,000 | |||
HD Vest [Member] | General and administrative [Member] | ||||
Business Acquisition [Line Items] | ||||
Transaction costs | 11,000,000 | |||
HD Vest [Member] | Advisor relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 20 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] | Proprietary Technology [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 |
Business Combinations - HD Ve46
Business Combinations - HD Vest Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||
Excess of purchase price over net assets acquired, allocated to goodwill | $ 548,959 | $ 548,741 |
HD Vest [Member] | ||
Business Acquisition [Line Items] | ||
Tangible assets acquired, including cash acquired of $38,874 | 78,681 | |
Business combination, cash acquired | 38,874 | |
Liabilities assumed | (21,212) | |
Identifiable net assets acquired | 57,469 | 2,100 |
Business combination, intangible assets other than goodwill | 323,700 | |
Cash paid | 612,288 | |
Plus: noncontrolling interest | 15,038 | |
Less: escrow receivable | (20,000) | |
Purchase price | 613,726 | |
Less: identifiable net assets acquired | (57,469) | $ (2,100) |
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 | 356,041 | |
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] | Proprietary Technology [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 ($) | Jul. 02, 2015CAD | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jul. 02, 2015CAD |
Business Acquisition [Line Items] | |||||
Contingent consideration liability | $ 3,421 | ||||
Goodwill, net | 548,741 | $ 548,959 | |||
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 | $ 3,400 | 4.1 | ||
Business combination, intangible assets other than goodwill | 900 | 1.2 | |||
Goodwill, net | $ 4,500 | CAD 5.6 |
Discontinued Operations- Agreem
Discontinued Operations- Agreements (Details) - USD ($) $ in Thousands | Nov. 17, 2016 | Aug. 09, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Loss on sale of discontinued operations before income taxes | $ (73,800) | $ 0 | $ 0 | |||
E Commerce [Member] | Discontinued Operations, Disposed of by Sale [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration for sale | $ 40,500 | $ 39,500 | ||||
Loss on sale of discontinued operations before income taxes | $ (52,200) | |||||
E Commerce [Member] | Discontinued Operations, Disposed of by Sale [Member] | Scenario, forecast [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration for sale | $ 1,000 | |||||
Search and Content [Member] | Discontinued Operations, Disposed of by Sale [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration for sale | $ 45,200 | |||||
Loss on sale of discontinued operations before income taxes | $ (21,600) |
Discontinued Operations- Income
Discontinued Operations- Income Statement and Balance Sheet (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Major classes of items in net income (loss): | |||
Discontinued operation, revenues | $ 227,989 | $ 352,077 | $ 477,001 |
Discontinued operation, operating expenses | (211,395) | (391,702) | (490,006) |
Discontinued operation, other loss, net | (719) | (2,673) | (1,316) |
Income (loss) from discontinued operations before income taxes | 15,875 | (42,298) | (14,321) |
Loss on sale of discontinued operations before income taxes | (73,800) | 0 | 0 |
Discontinued operation, income (loss) from discontinued operation, before income taxes | (57,925) | (42,298) | (14,321) |
Discontinued operation, income tax benefit (expense) | (5,196) | 14,950 | (15,682) |
Discontinued operations, net of income taxes | (63,121) | (27,348) | $ (30,003) |
Major classes of assets and liabilities: | |||
Cash | 0 | 2,158 | |
Accounts receivable, net of allowance | 0 | 26,352 | |
Inventories | 0 | 43,480 | |
Other current assets | 0 | 3,182 | |
Property and equipment, net | 0 | 9,824 | |
Goodwill, net | 0 | 67,201 | |
Other intangible assets, net | 0 | 59,006 | |
Other long-term assets | 0 | 460 | |
Total assets of discontinued operations | 0 | 211,663 | |
Accounts payable | 0 | 33,295 | |
Other current liabilities | 0 | 15,622 | |
Debt (net of discount and including short-term and long-term portions) | 0 | 25,000 | |
Deferred tax liability, net | 0 | 13,816 | |
Other long-term liabilities | 0 | 542 | |
Total liabilities of discontinued operations | $ 0 | $ 88,275 |
Discontinued Operations- Busine
Discontinued Operations- Business Exit Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Exit Cost Liability [Line Items] | |||
Business exit costs | $ 4,500 | ||
Restructuring Reserve [Roll Forward] | |||
Charges | 3,870 | $ 0 | $ 0 |
Employee-related costs [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | 994 | 0 | |
Charges | 3,552 | 994 | |
Payments | (4,396) | ||
Restructuring reserve, ending balance | $ 150 | $ 994 | $ 0 |
Discontinued Operations- Goodwi
Discontinued Operations- Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Goodwill, net | $ 548,741 | $ 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 ($) | Nov. 22, 2013 | Dec. 31, 2016 | Dec. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Credit facility borrowed | $ 436,059,000 | $ 607,650,000 | |
Monoprice Credit Facility [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Credit facility payment terms | Monoprice had the right to permanently reduce, without premium or penalty, the credit facility at any time. | ||
Credit facility borrowed | $ 50,000,000 | $ 0 | 25,000,000 |
Agreement date | Nov. 22, 2013 | ||
Final maturity date of credit facility | Nov. 22, 2018 | ||
Principal repayments | $ (25,000,000) | $ (17,000,000) | |
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] | Term loan [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Credit facility | $ 40,000,000 |
Restructuring- (Details)
Restructuring- (Details) - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2017 |
Restructuring Reserve [Roll Forward] | |||||
Charges | $ 3,870 | $ 0 | $ 0 | ||
Strategic Transformation [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Business exit costs | 5,400 | ||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring reserve, beginning balance | 0 | $ 0 | |||
Charges | 3,870 | ||||
Non-cash | 364 | ||||
Restructuring reserve, ending balance | 4,234 | 0 | |||
Cumulative amount incurred to date | 3,870 | ||||
Contract termination fees | 5,400 | ||||
Strategic Transformation [Member] | Scenario, forecast [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Charges | 5,436 | ||||
Employee-related costs [Member] | Strategic Transformation [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring reserve, beginning balance | 0 | 0 | |||
Charges | 4,234 | ||||
Non-cash | 0 | ||||
Restructuring reserve, ending balance | 4,234 | 0 | |||
Cumulative amount incurred to date | 4,234 | ||||
Employee-related costs [Member] | Strategic Transformation [Member] | Scenario, forecast [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Charges | 4,707 | ||||
Other Costs [Member] | Strategic Transformation [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring reserve, beginning balance | 0 | 0 | |||
Charges | 0 | ||||
Non-cash | 0 | ||||
Restructuring reserve, ending balance | 0 | 0 | |||
Cumulative amount incurred to date | 0 | ||||
Other Costs [Member] | Strategic Transformation [Member] | Scenario, forecast [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Charges | 155 | ||||
Stock-based Compensation [Member] | Strategic Transformation [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring reserve, beginning balance | 0 | 0 | |||
Charges | (364) | ||||
Non-cash | 364 | ||||
Restructuring reserve, ending balance | 0 | $ 0 | |||
Cumulative amount incurred to date | (364) | ||||
Stock-based Compensation [Member] | Strategic Transformation [Member] | Scenario, forecast [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Charges | $ 574 | ||||
Contract Termination [Member] | Strategic Transformation [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Fixed asset cost, net | $ 400 | ||||
Contract Termination [Member] | Strategic Transformation [Member] | Scenario, forecast [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Business exit costs | $ 2,500 | ||||
Restructuring Reserve [Roll Forward] | |||||
Contract termination fees | $ 2,500 |
Goodwill and Other Intangible55
Goodwill and Other Intangible Assets - Summary of Goodwill Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning balance | $ 548,959 | $ 188,541 |
Additions | 360,859 | |
Purchase accounting adjustments | (345) | |
Foreign currency translation adjustment | 127 | (441) |
Goodwill, gross, ending balance | 548,741 | 548,959 |
Wealth Management [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning balance | 356,386 | 0 |
Additions | 356,386 | |
Purchase accounting adjustments | (345) | |
Foreign currency translation adjustment | 0 | 0 |
Goodwill, gross, ending balance | 356,041 | 356,386 |
Tax Preparation [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning balance | 192,573 | 188,541 |
Additions | 4,473 | |
Purchase accounting adjustments | 0 | |
Foreign currency translation adjustment | 127 | (441) |
Goodwill, gross, ending balance | $ 192,700 | $ 192,573 |
Goodwill and Other Intangible56
Goodwill and Other Intangible Assets - Intangible Assets Other Than Goodwill (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | $ 403,145 | $ 403,229 |
Accumulated amortization | (112,967) | (78,934) |
Net | 290,178 | 324,295 |
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Gross carrying amount | 475,145 | 475,229 |
Accumulated amortization | (112,967) | (78,934) |
Net | 362,178 | 396,295 |
Trade name [Member] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Gross carrying amount | 72,000 | 72,000 |
Net | 72,000 | 72,000 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | 101,690 | 101,681 |
Accumulated amortization | (62,381) | (49,664) |
Net | 39,309 | 52,017 |
Advisor relationships [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | 240,300 | 240,300 |
Accumulated amortization | (17,138) | |
Net | 223,162 | 240,300 |
Sponsor Relationships [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | 16,500 | 16,500 |
Accumulated amortization | (917) | |
Net | 15,583 | 16,500 |
Curriculum [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | 800 | 800 |
Accumulated amortization | (200) | |
Net | 600 | 800 |
Technology [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | 43,855 | 43,948 |
Accumulated amortization | (32,331) | (29,270) |
Net | $ 11,524 | $ 14,678 |
Goodwill and Other Intangible57
Goodwill and Other Intangible Assets - Summary of Amortized Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Cost of revenue | $ 812 | $ 7,546 | $ 7,450 |
Amortization of other acquired intangible assets | 33,331 | 12,757 | 12,742 |
Amortization expense | $ 34,143 | $ 20,303 | $ 20,192 |
Goodwill and Other Intangible58
Goodwill and Other Intangible Assets - Information About Expected Amortization of Definite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
2,017 | $ 33,343 | |
2,018 | 32,938 | |
2,019 | 32,607 | |
2,020 | 20,254 | |
2,021 | 17,423 | |
Thereafter | 153,613 | |
Net | 290,178 | $ 324,295 |
Services cost of revenue [Member} | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,017 | 188 | |
2,018 | 94 | |
2,019 | 0 | |
2,020 | 0 | |
2,021 | 0 | |
Thereafter | 0 | |
Net | 282 | |
Amortization of other acquired intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,017 | 33,155 | |
2,018 | 32,844 | |
2,019 | 32,607 | |
2,020 | 20,254 | |
2,021 | 17,423 | |
Thereafter | 153,613 | |
Net | $ 289,896 |
Goodwill and Other Intangible59
Goodwill and Other Intangible Assets - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 194 months |
Customer relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 37 months |
Advisor relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 228 months |
Sponsor Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 204 months |
Curriculum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 36 months |
Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 59 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, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | $ 3,421 | $ 2,951 |
Cash equivalents: | ||
Total cash equivalents | 10,139 | |
Debt securities: | ||
Available-for-sale debt securities | 7,101 | |
Total assets at fair value | 17,240 | 16,711 |
Contingent consideration liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | 3,421 | 2,951 |
U.S. government securities [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 2,749 | |
Debt securities: | ||
Available-for-sale debt securities | 2,000 | 11,301 |
Money market and other funds [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 4,090 | 5,410 |
Commercial paper [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 1,999 | |
Debt securities: | ||
Available-for-sale debt securities | 1,998 | |
Time deposits [Member] | ||
Debt securities: | ||
Available-for-sale debt securities | 807 | |
Taxable municipal bonds [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 1,301 | |
Debt securities: | ||
Available-for-sale debt securities | 2,296 | |
Quoted prices in active markets using identical assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | 0 | 0 |
Quoted prices in active markets using identical assets (Level 1) [Member] | Contingent consideration liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | 0 | 0 |
Significant other observable inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | 0 | 0 |
Cash equivalents: | ||
Total cash equivalents | 10,139 | |
Debt securities: | ||
Available-for-sale debt securities | 7,101 | |
Total assets at fair value | 17,240 | 16,711 |
Significant other observable inputs (Level 2) [Member] | Contingent consideration liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | 0 | 0 |
Significant other observable inputs (Level 2) [Member] | U.S. government securities [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 2,749 | |
Debt securities: | ||
Available-for-sale debt securities | 2,000 | 11,301 |
Significant other observable inputs (Level 2) [Member] | Money market and other funds [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 4,090 | 5,410 |
Significant other observable inputs (Level 2) [Member] | Commercial paper [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 1,999 | |
Debt securities: | ||
Available-for-sale debt securities | 1,998 | |
Significant other observable inputs (Level 2) [Member] | Time deposits [Member] | ||
Debt securities: | ||
Available-for-sale debt securities | 807 | |
Significant other observable inputs (Level 2) [Member] | Taxable municipal bonds [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 1,301 | |
Debt securities: | ||
Available-for-sale debt securities | 2,296 | |
Significant unobservable inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | 3,421 | 2,951 |
Significant unobservable inputs (Level 3) [Member] | Contingent consideration liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | $ 3,421 | $ 2,951 |
Fair Value Measurements- Reconc
Fair Value Measurements- Reconciliation of Unobservable Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Acquisition-related contingent consideration liability: | ||
Beginning balance | $ 2,951 | $ 0 |
Initial estimate upon acquisition | 0 | 3,274 |
Revaluation | 391 | 0 |
Foreign currency transaction (gain) loss | 79 | (323) |
Ending balance | $ 3,421 | $ 2,951 |
Fair Value Measurements- Contin
Fair Value Measurements- Contingent Consideration Liability (Details) $ in Thousands, CAD in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Jul. 02, 2015USD ($) | Jul. 02, 2015CAD | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Undiscounted contingent consideration liability | $ 3,421 | ||
Simple Tax [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Undiscounted contingent consideration liability | $ 3,400 | $ 3,300 | CAD 4.1 |
Fair value inputs, probability of payment | 100.00% | ||
Fair value inputs, discount rate | 9.00% | ||
Other Current Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Undiscounted contingent consideration liability | $ 900 | ||
Other Noncurrent Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Undiscounted contingent consideration liability | $ 2,500 |
Fair Value Measurements - Inves
Fair Value Measurements - Investments Classified as Available-for-Sale (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Disclosures [Abstract] | ||
Available-for-sale Investments, amortized cost | $ 7,102 | $ 11,316 |
Available-for-sale Investments, gross unrealized gains | 0 | 0 |
Available-for-sale Investments, gross unrealized losses | (1) | (15) |
Total assets at fair value | $ 7,101 | $ 11,301 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid expenses and other current assets, net | ||
Prepaid expenses | $ 5,990 | $ 9,893 |
Other current assets, net | 331 | 169 |
Total prepaid expenses and other current assets, net | $ 6,321 | $ 10,062 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property and equipment | ||
Property and equipment, Gross | $ 22,305 | $ 17,744 |
Accumulated depreciation | (12,269) | (6,915) |
Property and equipment | 10,036 | 10,829 |
Capital projects in progress | 800 | 479 |
Total property and equipment, net | 10,836 | 11,308 |
Computer equipment and data center [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 6,884 | 5,383 |
Purchased software [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 4,420 | 2,115 |
Internally-developed software [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 2,478 | 1,999 |
Total property and equipment, net | 1,700 | 1,700 |
Office equipment [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 745 | 587 |
Office furniture [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 1,532 | 1,529 |
Leasehold improvements and other [Member] | ||
Property and equipment | ||
Property and equipment, Gross | $ 6,246 | $ 6,131 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ (3,881) | $ (1,521) | $ (1,300) |
Definite-lived intangible assets, net | 10,836 | 11,308 | |
Property, plant and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | (4,500) | (2,300) | (2,000) |
Internally-developed software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | (1,000) | (300) | $ (200) |
Definite-lived intangible assets, net | $ 1,700 | $ 1,700 |
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, 2016 | |
Balance Sheet Related Disclosures [Abstract] | ||
Salaries and related expenses | $ 7,581 | $ 12,506 |
Accrued interest on Notes | 2,138 | 1,837 |
Other | 3,287 | 4,185 |
Total accrued expenses and other current liabilities | 13,006 | $ 18,528 |
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, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Term loan borrowed | $ 436,059 | $ 607,650 |
Unamortized discount | (14,037) | (24,207) |
Unamortized debt issuance expense | (7,065) | (12,044) |
Net carrying value | 414,957 | 571,399 |
TaxACT - HD Vest 2015 credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Term loan borrowed | 260,000 | 400,000 |
Unamortized discount | (7,124) | (12,000) |
Unamortized debt issuance expense | (5,295) | (8,919) |
Net carrying value | 247,581 | 379,081 |
Convertible senior notes [Member] | ||
Debt Instrument [Line Items] | ||
Term loan borrowed | 172,859 | 201,250 |
Unamortized discount | (6,913) | (12,207) |
Unamortized debt issuance expense | (1,770) | (3,125) |
Net carrying value | 164,176 | 185,918 |
President [Member] | Notes payable, other payables [Member] | ||
Debt Instrument [Line Items] | ||
Term loan borrowed | 3,200 | 6,400 |
Unamortized discount | 0 | 0 |
Unamortized debt issuance expense | 0 | 0 |
Net carrying value | $ 3,200 | $ 6,400 |
Debt - TaxACT - HD Vest 2015 Cr
Debt - TaxACT - HD Vest 2015 Credit Facility (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Credit facility borrowed | $ 436,059,000 | $ 607,650,000 |
TaxACT - HD Vest 2015 credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility | 425,000,000 | |
Credit facility borrowed | 260,000,000 | 400,000,000 |
Periodic payment, principal | 5,000,000 | |
Periodic payment, principle multiple | $ 1,000,000 | |
Prepayment penalty | 1.00% | |
Revolving credit facility [Member] | TaxACT - HD Vest 2015 credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 25,000,000 | |
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% | |
Revolving credit facility [Member] | Line of credit [Member] | TaxACT - HD Vest 2015 credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, borrowing capacity (not less than) | $ 2,000,000 | |
Line of credit facility, borrowing capacity, multiple | 1,000,000 | |
Term loan [Member] | TaxACT - HD Vest 2015 credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility borrowed | 400,000,000 | $ 400,000,000 |
Net repayment activity | $ 140,000,000 | |
Term loan [Member] | TaxACT - HD Vest 2015 credit facility [Member] | LIBOR Rate [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, interest rate, floor | 1.00% | |
Credit facility, variable interest rate | 6.00% | |
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 | |
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% | |
Minimum [Member] | Term loan [Member] | TaxACT - HD Vest 2015 credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Principal payment percentage | 0.625% | |
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% | |
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 ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Credit facility borrowed | $ 607,650 | $ 436,059 | |
TaxACT 2013 credit facility [Member] | |||
Debt Instrument [Line Items] | |||
Principal repayments | $ 51,900 | $ 19,400 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes - Additional Information (Detail) | Mar. 15, 2013USD ($) | Dec. 31, 2016USD ($)covenantday$ / shares | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |||
Term loan borrowed | $ 436,059,000 | $ 607,650,000 | |
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, 2016 and 2015, 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. | ||
Senior Convertible 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, stated interest rate | 4.25% | ||
Convertible senior notes, proceeds from issuance, amount | 194,800,000 | ||
Number of operating covenants | covenant | 0 | ||
Convertible notes, amount, in multiples, that may be converted | $ 1,000 | ||
Convertible senior notes, conversion ratio | 0.0461723 | ||
Convertible senior notes, conversion rate | $ / shares | $ 21.66 | ||
Convertible senior notes, repurchase price due to fundamental change as percentage of principal amount | 100.00% | ||
Convertible senior notes, adjustments to additional paid in capital, debt discount | 6.50% | ||
Debt discount recorded in additional paid in capital | 22,300,000 | ||
Debt issuance costs | 6,400,000 | ||
Debt issuance cost incurred | $ 5,700,000 | ||
Remaining discount amortization period (in years) | 6 years | ||
Repurchased face amount | $ 28,400,000 | ||
Repurchase amount | $ 20,700,000 | ||
Senior Convertible 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 | ||
Senior Convertible Notes [Member] | Scenario 1 [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Conversion price on each applicable trading day | 130.00% | ||
Senior Convertible 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 |
Debt - Schedule of Total Intere
Debt - Schedule of Total Interest Expense on Convertible Senior Notes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs (Non-cash) | $ 1,840 | $ 1,133 | $ 1,059 |
Accretion of debt discount (Non-cash) | 4,690 | 3,866 | 3,594 |
Senior Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Contractual interest expense (Cash) | 7,619 | 8,553 | 8,553 |
Amortization of debt issuance costs (Non-cash) | 939 | 989 | 920 |
Accretion of debt discount (Non-cash) | 3,666 | 3,866 | 3,594 |
Total interest expense | $ 12,224 | $ 13,408 | $ 13,067 |
Effective interest rate of the liability component | 7.32% | 7.32% | 7.32% |
Quoted prices in active markets using identical assets (Level 1) [Member] | Senior Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Fair value of debt instrument | $ 172,600 |
Debt - Note Payable Related Par
Debt - Note Payable Related Party (Details) $ in Millions | 1 Months Ended | 12 Months Ended |
Dec. 31, 2016USD ($) | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Note repayment in year one, percentage | 0.50 | |
Repayments of notes payable | $ 3.2 | |
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% | 5.00% |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Contractual Commitments (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Operating lease commitments, 2017 | $ 3,948 |
Operating lease commitments, 2018 | 4,028 |
Operating lease commitments, 2019 | 4,108 |
Operating lease commitments, 2020 | 3,797 |
Operating lease commitments, 2021 | 2,441 |
Operating lease commitments, Thereafter | 3,657 |
Operating lease commitments, Total | 21,979 |
Operating Leases, Sublease Income, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Sublease income, 2017 | (770) |
Sublease income, 2018 | (793) |
Sublease income, 2019 | (815) |
Sublease income 2020 | (624) |
Sublease income, 2021 | 0 |
Sublease income, Thereafter | 0 |
Sublease income, Total | (3,002) |
Operating Leases Future Minimum Payments Due Net [Abstract] | |
Net operating lease commitments, 2017 | 3,178 |
Net operating lease commitments, 2018 | 3,235 |
Net operating lease commitments, 2019 | 3,293 |
Net operating lease commitments, 2020 | 3,173 |
Net operating lease commitments, 2021 | 2,441 |
Net operating lease commitments, Thereafter | 3,657 |
Net operating lease commitments, Net | 18,977 |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Purchase commitments, 2017 | 3,174 |
Purchase commitments, 2018 | 2,703 |
Purchase commitments, 2019 | 0 |
Purchase commitments, 2020 | 0 |
Purchase commitments, 2021 | 0 |
Purchase commitments, Thereafter | 0 |
Purchase commitments, Total | 5,877 |
Long-term Debt, Rolling Maturity [Abstract] | |
Debt commitments, 2017 | 2,560 |
Debt commitments, 2018 | 640 |
Debt commitments, 2019 | 172,859 |
Debt commitments, 2020 | 0 |
Debt commitments, 2021 | 0 |
Debt commitments, Thereafter | 260,000 |
Debt commitments, Total | 436,059 |
Note Interest Repayment, Rolling Maturity [Abstract] | |
Interest on Notes, 2017 | 7,347 |
Interest on Notes, 2018 | 7,347 |
Interest on Notes, 2019 | 3,673 |
Interest on Notes, 2020 | 0 |
Interest on Notes, 2021 | 0 |
Interest on Notes, Thereafter | 0 |
Interest on Notes, Total | 18,367 |
Business Combination, Contingent Consideration Liability, Rolling Maturity [Abstract] | |
Acquisition-related contingent consideration liability, 2017 | 872 |
Acquisition-related contingent consideration liability, 2018 | 1,129 |
Acquisition-related contingent consideration liability, 2019 | 1,420 |
Acquisition-related contingent consideration liability, 2020 | 0 |
Acquisition-related contingent consideration liability, 2021 | 0 |
Acquisition-related contingent consideration liability, Thereafter | 0 |
Business combination, contingent consideration, liability | 3,421 |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
Total contractual commitments, 2017 | 17,131 |
Total contractual commitments, 2018 | 15,054 |
Total contractual commitments, 2019 | 181,245 |
Total contractual commitments, 2020 | 3,173 |
Total contractual commitments, 2021 | 2,441 |
Total contractual commitments, Thereafter | 263,657 |
Total contractual commitments | $ 482,701 |
Commitments and Contingencies75
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $ 3,793 | $ 1,237 | $ 1,179 |
Less: sublease rent income | (342) | 0 | 0 |
Net rent expense | 3,451 | $ 1,237 | $ 1,179 |
Cash as collateral for property lease-related banking arrangements under standby letter of credit | $ 800 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock authorized for issuance under the ESPP | 16,884,368 |
Common stock available for issuance for issuance under the ESPP | 5,547,330 |
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 | 2,360,000 |
Common stock available for issuance for issuance under the ESPP | 1,000,000 |
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. |
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 |
Stockholder's Equity- Stock Rep
Stockholder's Equity- Stock Repurchase (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Stockholders' Equity [Abstract] | |||
Shares repurchased under stock repurchase program | 0 | 551 | 2,289 |
Stock repurchase, average price per share | $ 0 | $ 14.01 | $ 16.85 |
Stock repurchased value exclusive of purchase and administrative costs | $ 0 | $ 7,713 | $ 38,558 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Components of Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Unrealized gain (loss) on investments, Beginning balance | $ (10) | $ (1,113) | $ 0 | |
Unrealized gain (loss) on investments, Other comprehensive income (loss) | 9 | 1,103 | (1,113) | |
Unrealized gain (loss) on investments, Ending balance | (1) | (10) | (1,113) | |
Foreign currency translation adjustment, Beginning balance | (517) | 0 | 0 | |
Foreign currency translation adjustment, Other comprehensive income (loss) | 137 | (517) | 0 | |
Foreign currency translation adjustment, Ending balance | (380) | (517) | 0 | |
Other comprehensive income (loss) | 146 | 586 | (1,113) | |
Accumulated other comprehensive income | $ (381) | $ (527) | $ (1,113) | $ 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options, RSUs and MSUs (Detail) | Dec. 31, 2016shares |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of shares authorized for awards | 16,884,368 |
Options and RSUs outstanding | 10,141,012 |
Options and RSUs expected to vest | 8,698,137 |
Options and RSUs available for grant | 5,547,330 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Incentive Plans Activity (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Stock options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Options, Outstanding, Beginning balance | shares | 5,395,760 |
Options, Granted | shares | 4,955,954 |
Options, Forfeited | shares | (908,061) |
Options, Expired | shares | (484,228) |
Options, Exercised | shares | (292,210) |
Options, Outstanding, Ending balance | shares | 8,667,215 |
Options, Exercisable, period end | shares | 3,907,632 |
Options, vested and expected to vest after period end | shares | 7,477,947 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted average exercise price, Beginning balance | $ / shares | $ 13.87 |
Weighted average exercise price, Granted | $ / shares | 8.59 |
Weighted average exercise price, Forfeited | $ / shares | 11.65 |
Weighted average exercise price, Expired | $ / shares | 14.37 |
Weighted average exercise price, Exercised | $ / shares | 9.40 |
Weighted average exercise price, Ending balance | $ / shares | 11.21 |
Weighted average exercise price, Exercisable, period end | $ / shares | 13.71 |
Weighted average exercise price, Expected to vest after period end | $ / shares | $ 11.49 |
Intrinsic value, Outstanding | $ | $ 37,459 |
Intrinsic value, Exercisable, period end | $ | 10,484 |
Intrinsic value, Expected to vest after period end | $ | $ 31,081 |
Weighted average remaining contractual term (in years), Outstanding | 3 years 5 months |
Weighted average remaining contractual term (in years), Exercisable, period end | 2 years |
Weighted average remaining contractual term (in years), Expected to vest after period end | 3 years 7 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 | 1,008,099 |
Stock units, Granted | shares | 1,578,424 |
Stock units, Forfeited | shares | (448,465) |
Stock units, Vested | shares | (664,261) |
Stock units, Outstanding, Ending balance | shares | 1,473,797 |
Stock units, Expected to vest after period end | shares | 1,220,190 |
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 | $ 14.73 |
Weighted average grant date fair value, Granted | $ / shares | 7.82 |
Weighted average grant date fair value, Forfeited | $ / shares | 12.79 |
Weighted average grant date fair value, Vested | $ / shares | 13.52 |
Weighted average grant date fair value, Outstanding, Ending balance | $ / shares | 8.45 |
Weighted average grant date fair value, Expected to vest after period end | $ / shares | $ 8.46 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] | |
Intrinsic value, Outstanding | $ | $ 21,739 |
Intrinsic value, Expected to vest after period end | $ | $ 17,998 |
Weighted average remaining contractual term (in years), Outstanding | 11 months |
Weighted average remaining contractual term (in years), Expected to vest after period end | 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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
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 | $ 2.46 | $ 3.65 | $ 5.67 |
Total intrinsic value of options exercised or units vested | $ 437 | $ 1,072 | $ 3,600 |
Total fair value of options or units vested | $ 7,064 | $ 4,416 | $ 4,000 |
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 | $ 7.82 | $ 13.67 | $ 18.44 |
Total intrinsic value of options exercised or units vested | $ 5,755 | $ 5,437 | $ 8,315 |
Total fair value of options or units vested | $ 8,981 | $ 6,742 | $ 6,560 |
Stock-Based Compensation - St82
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 15,235 | $ 13,096 | $ 11,884 |
Excluded and capitalized as part of internal-use software | 0 | 135 | 106 |
Continuing Operations [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 13,764 | 8,694 | 8,694 |
Continuing Operations [Member] | Services cost of revenue [Member} | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 166 | 96 | 254 |
Continuing Operations [Member] | Engineering and technology [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 1,640 | 484 | 516 |
Continuing Operations [Member] | Sales and marketing [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 2,548 | 771 | 829 |
Continuing Operations [Member] | General and administrative [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 9,774 | 7,343 | 7,095 |
Continuing Operations [Member] | Restructuring charges [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | (364) | 0 | 0 |
Discontinued Operations [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 1,471 | $ 4,402 | $ 3,190 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Awards Vested [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Incremental compensation cost | $ 0.3 |
Stock-Based Compensation - St84
Stock-Based Compensation - Stock Option Grants and Warrant (Detail) - Stock Option [Member] | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected life | 3 years 5 months | 3 years | 3 years |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.83% | 0.21% | 0.11% |
Expected volatility | 35.00% | 34.00% | 35.00% |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.59% | 1.33% | 1.31% |
Expected volatility | 45.00% | 40.00% | 43.00% |
Stock-Based Compensation - Unre
Stock-Based Compensation - Unrecognized Stock-Based Compensation Expense (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized stock-based compensation expense | $ 8,555 |
Weighted average period to unrecognized stock based compensation expense | 1 year 2 months |
Stock options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized stock-based compensation expense | $ 3,818 |
Weighted average period to unrecognized stock based compensation expense | 1 year 2 months |
Restricted stock units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized stock-based compensation expense | $ 4,737 |
Weighted average period to unrecognized stock based compensation expense | 1 year 2 months |
Segment Information - Informati
Segment Information - Information on Reportable Segments for Reconciliation to Consolidated Net Income (Detail) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2016USD ($)Segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Segment Reporting Information [Line Items] | ||||
Number of segments | Segment | 2 | |||
Revenues | ||||
Wealth management services revenue | $ 316,546 | $ 0 | $ 0 | |
Tax preparation services revenue | 139,365 | 117,708 | 103,719 | |
Total revenues | 455,911 | 117,708 | 103,719 | |
Operating income (loss): | ||||
Wealth management services cost of revenue | 213,996 | 0 | 0 | |
Tax preparation services cost of revenue | 8,368 | 6,167 | 5,880 | |
Total operating income | 37,117 | (4,807) | 4,603 | |
Other loss, net | (39,781) | (12,542) | (13,489) | |
Income tax benefit | 1,285 | 4,623 | 3,342 | |
Discontinued operations, net of income taxes | (63,121) | (27,348) | (30,003) | |
Net loss | (64,500) | (40,074) | (35,547) | |
Operating segments [Member] | ||||
Revenues | ||||
Wealth management services revenue | 316,546 | 0 | 0 | |
Tax preparation services revenue | 139,365 | 117,708 | 103,719 | |
Operating income (loss): | ||||
Wealth management services cost of revenue | 46,296 | 0 | 0 | |
Tax preparation services cost of revenue | 66,897 | 56,984 | 49,696 | |
Corporate-level activity [Member] | ||||
Operating income (loss): | ||||
Total operating income | $ (76,076) | $ (61,791) | $ (45,093) | |
HD Vest [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Date of acquisition | Dec. 31, 2015 |
Segment Information- Revenue by
Segment Information- Revenue by Major Service (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 455,911 | $ 117,708 | $ 103,719 |
Wealth Management [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 316,546 | 0 | 0 |
Wealth Management [Member] | Commission [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 150,125 | 0 | 0 |
Wealth Management [Member] | Advisory [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 129,417 | 0 | 0 |
Wealth Management [Member] | Asset-based [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 22,653 | 0 | 0 |
Wealth Management [Member] | Transaction and Fee [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 14,351 | 0 | 0 |
Tax Preparation [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 139,365 | 117,708 | 103,719 |
Tax Preparation [Member] | Consumer [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 126,289 | 105,367 | 93,097 |
Tax Preparation [Member] | Professional [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 13,076 | $ 12,341 | $ 10,622 |
Other Loss, Net - Schedule of O
Other Loss, Net - Schedule of Other Loss Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other Income and Expenses [Abstract] | |||
Interest income | $ (81) | $ (609) | $ (355) |
Interest expense (see Note 9) | 32,424 | 9,044 | 9,476 |
Amortization of debt issuance costs (see Note 9) | 1,840 | 1,133 | 1,059 |
Accretion of debt discounts (see Note 9) | 4,690 | 3,866 | 3,594 |
Loss on debt extinguishment and modification expense | 1,036 | 398 | 0 |
Gain on third party bankruptcy settlement | (172) | (1,128) | (286) |
Other | 44 | (162) | 1 |
Other loss, net | $ 39,781 | $ 12,542 | $ 13,489 |
Other Loss, Net - Additional In
Other Loss, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Extinguishment of Debt [Line Items] | |||
Accretion of debt discount (Non-cash) | $ 4,690 | $ 3,866 | $ 3,594 |
Amortization of debt issuance costs | 1,840 | 1,133 | 1,059 |
Loss on debt extinguishment and modification expense | 1,036 | 398 | 0 |
Senior Convertible Notes [Member] | |||
Extinguishment of Debt [Line Items] | |||
Gain on Convertible Senior Notes repurchased | (7,724) | 0 | 0 |
Accretion of debt discount (Non-cash) | 1,628 | 0 | 0 |
Amortization of debt issuance costs | 416 | 0 | 0 |
TaxACT - HD Vest 2015 credit facility [Member] | |||
Extinguishment of Debt [Line Items] | |||
Accelerated accretion of debt discount and amortization of debt issuance costs on TaxAct - HD Vest 2015 credit facility | 6,716 | 0 | 0 |
TaxACT 2013 credit facility [Member] | |||
Extinguishment of Debt [Line Items] | |||
Write-off of debt issuance costs on TaxAct 2013 credit facility | $ 0 | $ 398 | $ 0 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) from Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
U.S. federal | $ 14,695 | $ 7,470 | $ 6,306 |
State | 2,048 | 514 | 210 |
Foreign | 27 | 0 | 0 |
Total current expense | 16,770 | 7,984 | 6,516 |
Deferred: | |||
U.S. federal | (16,608) | (12,004) | (9,800) |
State | (1,421) | (538) | (58) |
Foreign | (26) | (65) | 0 |
Total deferred benefit | (18,055) | (12,607) | (9,858) |
Income tax benefit | $ (1,285) | $ (4,623) | $ (3,342) |
Income Taxes - Income Tax Exp91
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Income tax benefit at the statutory federal income tax rate | $ (930) | $ (6,072) | $ (3,110) |
State income taxes, net of federal benefit | 454 | (15) | 99 |
Deductible domestic manufacturing costs | (1,225) | (787) | (594) |
Non-deductible compensation | 249 | 27 | 569 |
Non-deductible acquisition-related transaction costs | 37 | 2,524 | 0 |
Change in liabilities for uncertain tax positions | (86) | 0 | (72) |
Change in valuation allowance on unrealized capital losses | 15 | (223) | (117) |
Other | 201 | (77) | (117) |
Income tax benefit | $ (1,285) | $ (4,623) | $ (3,342) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 176,722 | $ 182,599 | |
Accrued compensation | 12,069 | 12,519 | |
Deferred revenue | 3,740 | 3,845 | |
Tax credit carryforwards | 10,925 | 10,797 | |
Stock-based compensation | 9,689 | 8,416 | |
Capital loss | 37,680 | 498 | |
Basis difference in discontinued E-Commerce business | 0 | 33,871 | |
Other, net | 5,798 | 6,222 | |
Total gross deferred tax assets | 256,623 | 258,767 | |
Valuation allowance | (226,813) | (217,452) | $ (211,865) |
Deferred tax assets, net of valuation allowance | 29,810 | 41,315 | |
Deferred tax liabilities: | |||
Depreciation and amortization | (138,034) | (140,035) | |
Discount on Notes | (2,385) | (4,422) | |
Other, net | (517) | (378) | |
Total gross deferred tax liabilities | (140,936) | (144,835) | |
Net deferred tax liabilities | $ (111,126) | $ (103,520) |
Income Taxes - Changes in Valua
Income Taxes - Changes in Valuation Allowance for Deferred Tax Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred Tax Assets Valuation Allowance [Roll Forward] | ||
Balance at beginning of year | $ 217,452 | $ 211,865 |
Net changes to deferred tax assets, subject to a valuation allowance | 9,361 | 5,587 |
Balance at end of year | $ 226,813 | $ 217,452 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Valuation Allowance [Line Items] | |||
Statutory federal income tax rate | 35.00% | 35.00% | 35.00% |
Deferred tax assets, valuation allowance, increase | $ 14,900,000 | $ 22,100,000 | |
Deferred tax assets, valuation allowance, decrease | (5,700,000) | (16,700,000) | |
Federal net operating loss carryforwards for income tax purposes | 504,000,000 | ||
State net operating loss carryforwards for income tax purposes | 30,800,000 | ||
Unrecognized tax benefits impacting effective tax rate | 4,500,000 | 3,400,000 | |
Deferred tax asset subject to valuation allowance | 18,384,000 | 18,400,000 | |
Significant adjustments | 0 | ||
Reversal of uncertain tax position (less than) | 200,000 | 200,000 | $ 200,000 |
Interest and penalties accrued | 1,017,000 | $ 836,000 | |
Equity-based deferred tax assets [Member] | |||
Valuation Allowance [Line Items] | |||
Deferred tax assets, valuation allowance | $ 186,700,000 | ||
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 | 2,036 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefit Balances (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, Beginning Balance | $ 21,741 | $ 18,403 | $ 18,537 |
Gross increases for tax positions of prior years | 331 | 2,708 | 126 |
Gross decreases for tax positions of prior years | (93) | (9) | (199) |
Gross increases for tax positions of current year | 997 | 751 | 0 |
Settlements | (57) | (112) | (61) |
Unrecognized tax benefits, Ending Balance | $ 22,919 | $ 21,741 | $ 18,403 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Dilutive Effect for Awards with Exercise Price Less Than Average Stock Price (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||
Net loss from continuing operations | $ (1,379) | $ (12,726) | $ (5,544) |
Net income attributable to noncontrolling interests | 658 | 0 | 0 |
Loss from continuing operations attributable to Blucora, Inc. | (2,037) | (12,726) | (5,544) |
Loss from discontinued operations attributable to Blucora, Inc. | (63,121) | (27,348) | (30,003) |
Net loss attributable to Blucora, Inc. | $ (65,158) | $ (40,074) | $ (35,547) |
Weighted average common shares outstanding, basic | 41,494 | 40,959 | 41,396 |
Dilutive potential common shares | 0 | 0 | 0 |
Weighted average common shares outstanding, diluted | 41,494 | 40,959 | 41,396 |
Earnings Per Share, Basic [Abstract] | |||
Continuing operations (in USD per share) | $ (0.05) | $ (0.31) | $ (0.13) |
Discontinued operations (in USD per share) | (1.52) | (0.67) | (0.73) |
Basic net income (loss) per share (in USD per share) | (1.57) | (0.98) | (0.86) |
Earnings Per Share, Diluted [Abstract] | |||
Continuing operations (in USD per share) | (0.05) | (0.31) | (0.13) |
Discontinued operations (in USD per share) | (1.52) | (0.67) | (0.73) |
Diluted net income (loss) per share (in USD per share) | $ (1.57) | $ (0.98) | $ (0.86) |
Shares excluded | 9,774 | 5,975 | 5,468 |