Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 21, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | BCOR | ||
Entity Registrant Name | BLUCORA, INC. | ||
Entity Central Index Key | 1,068,875 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 46,710,439 | ||
Entity Public Float | $ 937.8 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 59,965 | $ 51,713 |
Cash segregated under federal or other regulations | 1,371 | 2,355 |
Available-for-sale investments | 0 | 7,101 |
Accounts receivable, net of allowance | 10,694 | 10,209 |
Commissions receivable | 16,822 | 16,144 |
Other receivables | 3,180 | 4,004 |
Prepaid expenses and other current assets, net | 7,365 | 6,321 |
Total current assets | 99,397 | 97,847 |
Long-term assets: | ||
Property and equipment, net | 9,831 | 10,836 |
Goodwill, net | 549,037 | 548,741 |
Other intangible assets, net | 328,205 | 362,178 |
Other long-term assets | 15,201 | 3,057 |
Total long-term assets | 902,274 | 924,812 |
Total assets | 1,001,671 | 1,022,659 |
Current liabilities: | ||
Accounts payable | 4,413 | 4,536 |
Commissions and advisory fees payable | 17,813 | 16,587 |
Accrued expenses and other current liabilities | 19,577 | 18,528 |
Deferred revenue | 9,953 | 12,156 |
Current portion of long-term debt, net | 0 | 2,560 |
Total current liabilities | 51,756 | 54,367 |
Long-term liabilities: | ||
Long-term debt, net | 338,081 | 248,221 |
Convertible senior notes, net | 0 | 164,176 |
Deferred tax liability, net | 43,433 | 111,126 |
Deferred revenue | 804 | 1,849 |
Other long-term liabilities | 8,177 | 10,205 |
Total long-term liabilities | 390,495 | 535,577 |
Total liabilities | 442,251 | 589,944 |
Redeemable noncontrolling interests | 18,033 | 15,696 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Common stock, par value $.0001-authorized, 900,000 shares; issued and outstanding, 46,366 and 41,845 | 5 | 4 |
Additional paid-in capital | 1,555,560 | 1,510,152 |
Accumulated deficit | (1,014,174) | (1,092,756) |
Accumulated other comprehensive loss | (4) | (381) |
Total stockholders’ equity | 541,387 | 417,019 |
Total liabilities and stockholders’ equity | $ 1,001,671 | $ 1,022,659 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 46,366,000 | 41,845,000 |
Common stock, shares outstanding | 46,366,000 | 41,845,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Wealth management services revenue | $ 348,620 | $ 316,546 | $ 0 |
Tax preparation services revenue | 160,937 | 139,365 | 117,708 |
Total revenue | 509,557 | 455,911 | 117,708 |
Cost of revenue: | |||
Wealth management services cost of revenue | 235,859 | 213,996 | 0 |
Tax preparation services cost of revenue | 10,018 | 8,368 | 6,167 |
Amortization of acquired technology | 195 | 812 | 7,546 |
Total cost of revenue | 246,072 | 223,176 | 13,713 |
Engineering and technology | 19,614 | 17,780 | 5,107 |
Sales and marketing | 102,798 | 89,360 | 45,854 |
General and administrative | 52,668 | 47,396 | 43,563 |
Depreciation | 3,460 | 3,881 | 1,521 |
Amortization of other acquired intangible assets | 33,807 | 33,331 | 12,757 |
Restructuring | 3,101 | 3,870 | 0 |
Total operating expenses | 461,520 | 418,794 | 122,515 |
Operating income (loss) | 48,037 | 37,117 | (4,807) |
Other loss, net | (44,551) | (39,781) | (12,542) |
Income (loss) from continuing operations before income taxes | 3,486 | (2,664) | (17,349) |
Income tax benefit | 25,890 | 1,285 | 4,623 |
Income (loss) from continuing operations | 29,376 | (1,379) | (12,726) |
Discontinued operations, net of income taxes | 0 | (63,121) | (27,348) |
Net income (loss) | 29,376 | (64,500) | (40,074) |
Net income attributable to noncontrolling interests | (2,337) | (658) | 0 |
Net income (loss) attributable to Blucora, Inc. | $ 27,039 | $ (65,158) | $ (40,074) |
Net income (loss) per share attributable to Blucora, Inc. - basic: | |||
Continuing operations (in USD per share) | $ 0.61 | $ (0.05) | $ (0.31) |
Discontinued operations (in USD per share) | 0 | (1.52) | (0.67) |
Basic net income (loss) per share (in USD per share) | 0.61 | (1.57) | (0.98) |
Net income (loss) per share attributable to Blucora, Inc. - diluted: | |||
Continuing operations (in USD per share) | 0.57 | (0.05) | (0.31) |
Discontinued operations (in USD per share) | 0 | (1.52) | (0.67) |
Diluted net income (loss) per share (in USD per share) | $ 0.57 | $ (1.57) | $ (0.98) |
Weighted average shares outstanding: | |||
Basic (in shares) | 44,370 | 41,494 | 40,959 |
Diluted (in shares) | 47,211 | 41,494 | 40,959 |
Other comprehensive income: | |||
Net income (loss) | $ 27,039 | $ (65,158) | $ (40,074) |
Unrealized gain (loss) on available-for-sale investments, net of tax | 1 | 9 | (236) |
Foreign currency translation adjustment | 376 | 137 | (517) |
Reclassification adjustment for realized loss on available-for-sale investments, net of tax, included in net income as Other loss, net | 0 | 0 | 375 |
Reclassification adjustment for other-than-temporary impairment loss on available-for-sale investments, included in net income as discontinued operations | 0 | 0 | 964 |
Other comprehensive income | 377 | 146 | 586 |
Comprehensive income (loss) | 29,753 | (64,354) | (39,488) |
Comprehensive income attributable to noncontrolling interests | (2,337) | (658) | 0 |
Comprehensive income (loss) attributable to Blucora, Inc. | $ 27,416 | $ (65,012) | $ (39,488) |
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, 2014 | $ 479,025 | $ 4 | $ 1,467,658 | $ (987,524) | $ (1,113) | |
Beginning balance, shares at Dec. 31, 2014 | 40,882 | |||||
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 and impact of recent ASU | 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 income (loss) | (40,074) | (40,074) | ||||
Net income (loss) | (40,074) | |||||
Ending balance, shares at Dec. 31, 2015 | 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 and impact of recent ASU | 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 equity award to liability award | 185 | 185 | ||||
Net income (loss) attributable to redeemable noncontrolling interest | 658 | |||||
Net income (loss) | (64,500) | (65,158) | ||||
Net income (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) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued for stock options and restricted stock units | 40,272 | $ 1 | 40,271 | |||
Common stock issued for stock options and restricted stock units, Shares | 4,382 | |||||
Common stock issued for employee stock purchase plan | 1,429 | 1,429 | ||||
Common stock issued for employee stock purchase plan, Shares | 139 | |||||
Other comprehensive income (loss) | 377 | 377 | ||||
Stock-based compensation and impact of recent ASU | 64,344 | 12,801 | 51,543 | |||
Tax payments from shares withheld for equity awards | (9,095) | (9,095) | ||||
Other | 2 | 2 | ||||
Net income (loss) attributable to redeemable noncontrolling interest | 2,337 | |||||
Net income (loss) | 29,376 | 27,039 | ||||
Net income (loss) | $ 27,039 | |||||
Ending balance, shares at Dec. 31, 2017 | 46,366 | 46,366 | ||||
Ending Balance at Dec. 31, 2017 | $ 541,387 | $ 18,033 | $ 5 | $ 1,555,560 | $ (1,014,174) | $ (4) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Activities: | |||
Net income (loss) | $ 29,376 | $ (64,500) | $ (40,074) |
Less: Discontinued operations, net of income taxes | 0 | (63,121) | (27,348) |
Net income (loss) from continuing operations | 29,376 | (1,379) | (12,726) |
Adjustments to reconcile net income (loss) from continuing operations to net cash from operating activities: | |||
Stock-based compensation | 11,653 | 14,128 | 8,694 |
Depreciation and amortization of acquired intangible assets | 38,139 | 38,688 | 22,590 |
Restructuring (non-cash) | 1,569 | (364) | 0 |
Deferred income taxes | (16,159) | (18,055) | (12,607) |
Amortization of premium on investments, net | 10 | 174 | 1,589 |
Amortization of debt issuance costs | 1,089 | 1,840 | 1,133 |
Accretion of debt discounts | 1,947 | 4,690 | 3,866 |
Loss on debt extinguishment and modification expense | 20,445 | 1,036 | 398 |
Revaluation of acquisition-related contingent consideration liability | 0 | 391 | 0 |
Other | 30 | 19 | 203 |
Cash provided (used) by changes in operating assets and liabilities: | |||
Accounts receivable | (483) | (2,340) | (1,862) |
Commissions receivable | (678) | 184 | 0 |
Other receivables | (204) | 22,875 | 651 |
Prepaid expenses and other current assets | (869) | 3,741 | (493) |
Other long-term assets | (12,281) | (887) | (15) |
Accounts payable | (123) | (153) | 369 |
Commissions and advisory fees payable | 1,226 | (395) | 0 |
Deferred revenue | (3,248) | 582 | 1,875 |
Accrued expenses and other current and long-term liabilities | 1,407 | 21,195 | 10,643 |
Net cash provided by operating activities from continuing operations | 72,846 | 85,970 | 24,308 |
Investing Activities: | |||
Business acquisitions, net of cash acquired | 0 | (1,788) | (569,709) |
Purchases of property and equipment | (5,039) | (3,812) | (1,512) |
Proceeds from sales of investments | 249 | 0 | 156,506 |
Proceeds from maturities of investments | 7,252 | 12,807 | 296,455 |
Purchases of investments | (409) | (8,767) | (214,257) |
Net cash provided (used) by investing activities from continuing operations | 2,053 | (1,560) | (332,517) |
Financing Activities: | |||
Proceeds from credit facility, net of debt issuance costs and debt discount of $5,913 and $1,875 in 2017 and $9,730 and $12,000 in 2015, respectively | 365,836 | 0 | 378,270 |
Repurchase of convertible notes | (172,827) | (20,667) | 0 |
Repayment of credit facility | (290,000) | (140,000) | (51,940) |
Repayment of note payable with related party | (3,200) | (3,200) | 0 |
Stock repurchases | 0 | 0 | (7,735) |
Proceeds from stock option exercises | 40,271 | 2,216 | 2,409 |
Proceeds from issuance of stock through employee stock purchase plan | 1,429 | 1,402 | 1,193 |
Tax payments from shares withheld for equity awards | (9,095) | (1,752) | (1,545) |
Contingent consideration payments for business acquisition | (946) | 0 | 0 |
Other | (30) | 0 | 0 |
Net cash provided (used) by financing activities from continuing operations | (68,562) | (162,001) | 320,652 |
Net cash provided (used) by continuing operations | 6,337 | (77,591) | 12,443 |
Net cash provided by operating activities from discontinued operations | 0 | 14,047 | 22,126 |
Net cash provided (used) by investing activities from discontinued operations | 1,028 | 83,608 | (540) |
Net cash used in financing activities from discontinued operations | 0 | (25,000) | (17,000) |
Net cash provided by discontinued operations | 1,028 | 72,655 | 4,586 |
Effect of exchange rate changes on cash and cash equivalents | 78 | (26) | (17) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 7,443 | (4,962) | 17,012 |
Cash and cash equivalents, beginning of period | 54,868 | 59,830 | 42,818 |
Cash and cash equivalents, end of period | 62,311 | 54,868 | 59,830 |
Non-cash investing and financing activities from continuing operations: | |||
Cash paid for income taxes from continuing operations | 1,267 | 2,012 | 614 |
Cash paid for interest from continuing operations | $ 23,316 | $ 32,377 | $ 8,994 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Payments of Financing Costs | $ 0 | $ 0 | $ 0 |
Debt discount | 1,455 | 14,037 | |
Line of credit [Member] | |||
Payments of Financing Costs | 5,913 | 9,730 | |
Debt discount | $ 1,875 | $ 0 | $ 12,000 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Note 1: 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" ). 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. (an introducing broker-dealer), H.D. Vest Advisory Services, Inc. (a registered investment adviser), and H.D. Vest Insurance Agency, LLC (an insurance broker) (collectively referred to as the "Wealth Management business" or the "Wealth Management segment" ). The Tax Preparation business consists of the operations of TaxAct, Inc. and its subsidiary ( "TaxAct" ) and provides digital tax preparation solutions for consumers, small business owners, and tax professionals through its website www.TaxAct.com (collectively referred to as the "Tax Preparation business" or the "Tax Preparation segment" ). Prior to 2017, 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. 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. 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 and the divestitures of the Search and Content and E-Commerce businesses in 2016. 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 were intended to drive efficiencies and improve operational effectiveness. The restructuring is now substantially complete and it is expected to be completed by early 2018. 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. 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. Reclassification : The Company reclassified certain amounts on its consolidated statements of cash flows related to excess tax benefits generated from stock-based compensation and restricted cash, both in connection with the implementation of new accounting pronouncements. See the "Recent accounting pronouncements" section of "Note 2: Summary of Significant Accounting Policies" for additional 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, 2017 , 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, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: 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. Available-for-sale 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, which was not material at December 31, 2017 and 2016, respectively. 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 $3.5 million , $1.0 million , and $0.3 million of internal-use software costs in the years ended December 31, 2017 , 2016 , and 2015 , 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 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 Company performed a qualitative assessment as of November 30, 2017, and determined that no conditions existed that would make it more likely than not that goodwill and the indefinite-lived assets were impaired. Therefore, no further quantitative assessment was required. 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 quarter of 2015. 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 (see "Note 7: Fair Value Measurements") of the fair value hierarchy because the Company values them utilizing market observable inputs. Unrealized gains and losses are included in "Accumulated other comprehensive income (loss)" on the consolidated balance sheets, and amounts reclassified out of comprehensive income into net income are determined on the basis of specific identification. The Company has a contingent consideration liability that is related to the Company's 2015 acquisition of SimpleTax Software Inc. ( "SimpleTax" ) and is classified within Level 3 (see "Note 7: Fair Value Measurements") of the fair value hierarchy because the Company values it utilizing inputs not observable in the market. The Company accounts for contingent consideration in accordance with applicable accounting guidance pertaining to business combinations. 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, 2017 and December 31, 2016 was $12.4 million and $11.6 million , respectively. 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, estimates and assumptions that can have an impact on the timing and amount of revenue that the Company recognizes. Revenue is recognized net of allowances, which are management's estimates of fees to be paid to a third party service provider for fulfillment of the Company's audit defense services. These fees are not material and generally include an estimate of audit defense fees to be paid, based on an analysis of historical data and contractual terms, and are recorded when revenue is recognized. The Company believes that it can reasonably and reliably estimate fees to the third party service provider in a timely manner. 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. 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. Of Wealth management revenues, commissions revenue contains subjective judgments and the use of estimates. 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, and also considers historical payout ratios. These estimates are primarily based on historical information and there is not significant judgment involved. 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. 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 primarily include tax preparation support services, data archive services and e-filing services. 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. This revenue is recorded in the Tax Preparation segment. Of Tax Preparation revenues, revenues from bank or reloadable prepaid debit card services, and software and/or services that consist of multiple elements contain subjective judgments and the use of estimates. 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 revenue recognition criteria 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. However, the impact of multiple element arrangements are not material and primarily impact the timing of revenue recognition over the tax filing season, which is concentrated within the first two quarters of the filing period. Advertising expenses: Costs for advertising are recorded as expense, and classified within "Sales and marketing" on the consolidated statements of comprehensive income, when the advertisement appears. Advertising expense totaled $51.7 million , $44.0 million , and $35.5 million for the years ended December 31, 2017, 2016, and 2015, respectively. Prepaid advertising costs were $0.3 million and $0.6 million at December 31, 2017 and 2016, respectively. 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. 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. 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 2017 , 2016 , and 2015 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. The Company will adopt the requirements of the new standard on January 1, 2018, utilizing the modified retrospective transition method. Upon adoption, the Company will recognize a $1.8 million cumulative effect of adopting this ASU as an adjustment to the opening balance of retained earnings, and will recognize approximately $2.0 million of certain licensing fees as a reduction to both revenues and operating expenses on the consolidated statements of comprehensive income. Prior periods will not be retrospectively adjusted. 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) and have a term of twelve months or less, 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. Early adoption is permitted. The Company expects that the adoption of this ASU will not have a material impact to its consolidated financial statements and related disclosures, and it will adopt this ASU on January 1, 2019. 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 was effective for annual reporting periods, including interim reporting periods within those annual reporting periods, beginning after December 15, 2016. The guidance related to the recognition of excess tax benefits and deficiencies as income tax benefit or expense was effective on a prospective basis, and the guidance related to the timing of excess tax benefit recognition was 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 was effective on a retrospective or prospective basis. The Company implemented this ASU on January 1, 2017 and recorded a cumulative-effect adjustment of $51.5 million to credit retained earnings for deferred tax assets related to net operating losses that arose from excess tax benefits, which the Company has deemed realizable. In addition to this: • At the time of adoption and on a prospective basis, the primary impact of adoption was the recognition of excess tax benefits and deficiencies, including deferred tax assets related to net operating losses that arose from excess tax benefits which the Company has deemed realizable, in the income tax provision (rather than in additional paid-in capital). This caused income taxes to differ from taxes at the statutory rates in 2017. For the year ended December 31, 2017, the Company recognized an estimated $20.1 million decrease to the income tax provision, which resulted in a $20.1 million increase to income from continuing operations and net income attributable to Blucora, a $0.45 increase to basic earnings per share, and a $0.43 increase to diluted earnings per share. • The Company applied the cash flow presentation guidance on a retrospective basis, restating the consolidated statements of cash flows to present excess tax benefits as an operating activity (rather than a financing activity). For the year ended December 31, 2016 , this resulted in an increase to cash provided by operating activities from continuing operations of $16.0 million and a corresponding decrease to cash used by financing activities from continuing operations. The restatement had no impact on total cash flows for the period presented. 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 had 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. Measurement of Credit Losses - In June 2016, the FASB issued an ASU which requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU is effective for fiscal years beginning after December 15, 2019, including those interim periods within those fiscal years. The Company is currently assessing the impact of adopting this ASU, but based on a preliminary assessment, does not expect the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures. Statement of cash flows and restricted cash - In November 2016, the FASB issued an ASU on the classification and presentation of changes in restricted cash on the statement of cash flows. The ASU requires that the statement of cash flows explains the change during the period in the total of cash, cash equivalents, and restricted cash; therefore, the amounts described as restricted cash should be included with cash and cash equivalents when reconciling the beginning and end of period total amounts on 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, 2017. Early adoption is permitted. The guidance is effective on a retrospective basis. The Company elected to early adopt this guidance as of January 1, 2017. The reclassification was not material to the periods presented and had no impact on total cash flows, income from continuing operations, or net income attributable to Blucora for the periods presented. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | Note 3: 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. 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, at the time of acquisition, 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 at the time of the acquisition 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 was with the President of HD Vest and was scheduled to be paid over a three -year period. In December 2017, the Company fully repaid the remaining $3.2 million outstanding. The note bore interest at a rate of 5% per year. The Purchase Agreement dictated that the Company place 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 recorded as a receivable as of December 31, 2015 and paid to the Company 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): Year ended December 31, 2015 Revenue $ 437,447 Loss from continuing operations $ (12,793 ) 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 approximately $1.9 million in cash and additional consideration of up to $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 $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 $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 $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, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 4: 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: Description of the Business ." 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 the remaining $1.0 million was received in the first half of 2017. The Company used all of the proceeds to pay down debt 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 . 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. Summarized financial information for discontinued operations is as follows (in thousands): Years ended December 31, 2017 2016 2015 Major classes of items in net income (loss): Revenues $ — $ 227,989 $ 352,077 Operating expenses — (211,395 ) (391,702 ) Other income (loss), net — (719 ) (2,673 ) Income (loss) from discontinued operations before income taxes — 15,875 (42,298 ) Loss on sale of discontinued operations before income taxes — (73,800 ) — Discontinued operations, before income taxes — (57,925 ) (42,298 ) Income tax benefit (expense) — (5,196 ) 14,950 Discontinued operations, net of income taxes $ — $ (63,121 ) $ (27,348 ) 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, 2015 $ 994 Charges 3,552 Payments (4,396 ) Balance as of December 31, 2016 150 Charges — Payments — Balance as of December 31, 2017 $ 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 these reporting units, respectively. In addition, in the fourth quarter of 2015, the Company recorded trade name impairments of $5.9 million and $4.2 million related to the HSW and Monoprice trade names, respectively. 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. 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: On November 22, 2013 , Monoprice entered into a credit facility agreement, which consisted of a $30.0 million revolving credit loan and a $40.0 million term loan, both of which have since been settled. 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 in 2016 and no repayment activity in 2017 as Monoprice was no longer owned by the Company. 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, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Note 5: Restructuring On October 27, 2016, the Company announced plans to relocate its corporate headquarters by June 2017 from Bellevue, Washington to Irving, Texas. In connection with this plan, the Company has incurred restructuring costs of approximately $7.0 million . These costs will primarily be recorded in "Restructuring" on the consolidated statements of comprehensive income and within corporate-level activity for segment purposes. The Company has also incurred costs that were not included as restructuring, such as recruiting and overlap in personnel expenses as it transitions positions to Texas ( "Strategic Transformation Costs" ). The restructuring is now substantially complete and it is expected to be completed by early 2018. The following table summarizes the activity in the restructuring liability (in thousands): Employee-Related Termination Costs Contract Termination Costs Fixed Asset Impairments Stock-Based Compensation Other Costs Total Balance as of December 31, 2015 $ — $ — $ — $ — $ — $ — Restructuring charges 4,234 — — (364 ) — 3,870 Non-cash — — — 364 — 364 Balance as of December 31, 2016 $ 4,234 $ — $ — $ — $ — $ 4,234 Restructuring charges 261 (241 ) 1,878 1,148 55 3,101 Payments (3,293 ) (535 ) — — (55 ) (3,883 ) Non-cash — 1,457 (1,878 ) (1,148 ) — (1,569 ) Balance as of December 31, 2017 $ 1,202 $ 681 $ — $ — $ — $ 1,883 Employee-related termination costs primarily include severance benefits, under both ongoing and one-time benefit arrangements that were paid at termination dates throughout 2017, with the majority paid in the second half of 2017. Contract termination costs and fixed asset impairments were incurred in connection with the Bellevue facility's operating lease and related fixed assets, which are described further in the next two paragraphs, respectively. Stock-based compensation primarily includes the impact of equity award modifications associated with employment contracts for certain individuals impacted by the relocation, as well as forfeitures that were recorded for severed employees. Other costs include office relocation costs. The Company has a non-cancelable operating lease that runs through 2020 for its former corporate headquarters in Bellevue, Washington, which the Company occupied until May 2017. In March 2017, the Company agreed to a sublease for the entire Bellevue facility, which was effective June 1, 2017 and expires on September 30, 2020, consistent with the underlying operating lease. Under that sublease agreement, the Company will not recover all of its remaining lease rental obligations (including common area maintenance costs and real estate taxes) and, therefore, recognized a net loss on sublease of $0.4 million . The Company fully impaired the $1.9 million carrying value of the leasehold improvements and the office furniture and equipment that would not be fully recovered in connection with this lease. All of these items were recorded in the first quarter of 2017. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 6: 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, 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 Foreign currency translation adjustment — 296 296 Balance as of December 31, 2017 $ 356,041 $ 192,996 $ 549,037 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 2016 activity is described in " Note 3: Business Combinations ." Intangible assets other than goodwill consisted of the following (in thousands): December 31, 2017 December 31, 2016 Weighted Average Amortization Period (months) Gross carrying amount Accumulated amortization Net Gross carrying amount Accumulated amortization Net Definite-lived intangible assets: Customer relationships 25 $ 101,711 $ (75,105 ) $ 26,606 $ 101,690 $ (62,381 ) $ 39,309 Advisor relationships 216 240,300 (34,211 ) 206,089 240,300 (17,138 ) 223,162 Sponsor relationships 192 16,500 (1,833 ) 14,667 16,500 (917 ) 15,583 Curriculum 24 800 (400 ) 400 800 (200 ) 600 Technology 47 43,895 (35,452 ) 8,443 43,855 (32,331 ) 11,524 Total definite-lived intangible assets 189 403,206 (147,001 ) 256,205 403,145 (112,967 ) 290,178 Indefinite-lived intangible assets: Trade names 72,000 — 72,000 72,000 — 72,000 Total $ 475,206 $ (147,001 ) $ 328,205 $ 475,145 $ (112,967 ) $ 362,178 Amortization expense was as follows (in thousands): Years ended December 31, 2017 2016 2015 Statement of comprehensive income line item: Cost of revenue $ 195 $ 812 $ 7,546 Amortization of other acquired intangible assets 33,807 33,331 12,757 Total $ 34,002 $ 34,143 $ 20,303 Expected amortization of definite-lived intangible assets held as of December 31, 2017 is as follows (in thousands): 2018 2019 2020 2021 2022 Thereafter Total Statement of comprehensive income (loss) line item: Cost of revenue $ 101 $ — $ — $ — $ — $ — $ 101 Amortization of other acquired intangible assets 33,061 32,321 19,969 17,138 14,843 138,772 256,104 Total $ 33,162 $ 32,321 $ 19,969 $ 17,138 $ 14,843 $ 138,772 $ 256,205 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7: Fair Value Measurements In accordance with ASC 820, "Fair Value Measurements and Disclosures," certain of the Company's assets and liabilities, which are carried at fair value, are classified in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs, other than Level 1, or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data and reflect the Company’s own assumptions. 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, 2017 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 $ 10,857 $ — $ 10,857 $ — Total assets at fair value $ 10,857 $ — $ 10,857 $ — Acquisition-related contingent consideration liability $ 2,689 $ — $ — $ 2,689 Total liabilities at fair value $ 2,689 $ — $ — $ 2,689 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 A reconciliation of Level 3 items measured at fair value on a recurring basis was as follows (in thousands): Years ended December 31, 2017 2016 Acquisition-related contingent consideration liability: Balance at beginning of year $ 3,421 $ 2,951 Payment (946 ) — Revaluation — 391 Foreign currency transaction loss 214 79 Balance at end of year $ 2,689 $ 3,421 The contingent consideration liability is related to the Company's acquisition of SimpleTax (see " Note 3: Business Combinations "), and the related payments that began in 2017 and are expected to continue annually through 2019.As of December 31, 2017 , the Company could be required to pay up to an undiscounted amount of $2.7 million . This liability is included within Level 3 of the fair value hierarchy because the Company values it utilizing 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 ( 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, 2017 , the Company recorded approximately $1.3 million in "Accrued expenses and other current liabilities" and $1.4 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 Notes. See " Note 9: Debt " for details. In 2015, 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 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 Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Note 8: Balance Sheet Components Prepaid expenses and other current assets, net consisted of the following (in thousands): December 31, 2017 2016 Prepaid expenses $ 6,972 $ 5,990 Other current assets, net 393 331 Total prepaid expenses and other current assets, net $ 7,365 $ 6,321 Property and equipment, net consisted of the following (in thousands): December 31, 2017 2016 Computer equipment and data center $ 7,121 $ 6,884 Purchased software 4,200 4,420 Internally-developed software 2,728 2,478 Office equipment 557 745 Office furniture 801 1,532 Leasehold improvements and other 3,244 6,246 18,651 22,305 Accumulated depreciation (12,081 ) (12,269 ) 6,570 10,036 Capital projects in progress 3,261 800 Total property and equipment, net $ 9,831 $ 10,836 Total depreciation expense was $4.1 million , $4.5 million , and $2.3 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. Unamortized internally-developed software, which excludes software projects in progress that are included in capital projects in progress above, was $4.1 million and $1.7 million at December 31, 2017 and 2016 , respectively. The Company recorded amortization expense for internally-developed software of $0.9 million , $1.0 million , and $0.3 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2017 2016 Salaries and related expenses $ 12,451 $ 12,506 Accrued interest on Notes (see Note 9) — 1,837 Other 7,126 4,185 Total accrued expenses and other current liabilities $ 19,577 $ 18,528 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Note 9: Debt The Company’s debt consisted of the following (in thousands): December 31, 2017 December 31, 2016 Unamortized Unamortized Principal amount Discount Debt issuance costs Net carrying value Principal amount Discount Debt issuance costs Net carrying value Senior secured credit facility $ 345,000 $ (1,455 ) $ (5,464 ) $ 338,081 $ — $ — $ — $ — TaxAct - HD Vest 2015 credit facility — — — — 260,000 (7,124 ) (5,295 ) 247,581 Convertible Senior Notes — — — — 172,859 (6,913 ) (1,770 ) 164,176 Note payable, related party — — — — 3,200 — — 3,200 Total debt $ 345,000 $ (1,455 ) $ (5,464 ) $ 338,081 $ 436,059 $ (14,037 ) $ (7,065 ) $ 414,957 Senior secured credit facility: In May 2017, Blucora entered into a credit agreement with a syndicate of lenders in order to (a) refinance the credit facilities previously entered into in 2015 to finance the HD Vest acquisition (the "TaxAct - HD Vest 2015 credit facility" ), (b) redeem its Notes that were outstanding at the time, and (c) provide a term loan and revolving line of credit for future working capital, capital expenditure and general business purposes (the "Blucora senior secured credit facilities" ). Consequently, the TaxAct - HD Vest 2015 credit facility was repaid in full and the commitments thereunder were terminated. The Blucora senior secured credit facilities in the aggregate amount of $425.0 million consist of a committed $50.0 million revolving credit facility (including a letter of credit sub-facility), and a $375.0 million term loan facility, and mature in May 2022 and May 2024, respectively. Obligations under the Blucora senior secured credit facilities are guaranteed by certain of Blucora's subsidiaries and secured by the assets of Blucora and those subsidiaries. The Blucora senior secured credit facilities include financial and operating covenants, including a consolidated total net leverage ratio, which are set forth in detail in the credit agreement. As of December 31, 2017, Blucora was in compliance with all of the financial and operating covenants. Principal payments on the term loan are payable quarterly in an amount equal to 0.25% of the initial outstanding principal. Under the initial term loan, the applicable interest rate margin was 3.75% for Eurodollar Rate loans and 2.75% for ABR loans. In November 2017, the Blucora senior secured credit facilities agreement was amended in order to refinance and reprice the initial term loan, such that the applicable interest rate margin is 3.0% for Eurodollar Rate loans and 2.0% for ABR loans. Through December 31, 2017, Blucora has made prepayments of $30.0 million towards the term loan. Depending on Blucora’s Consolidated First Lien Net Leverage Ratio (as defined in the credit agreement), the applicable interest rate margin on the revolving credit facility is from 2.75% to 3.00% for Eurodollar Rate loans and 1.75% to 2.00% for ABR loans. Interest is payable at the end of each interest period. Blucora has not borrowed any amounts under the revolving credit facility. Blucora also has the right to prepay the term loan or outstanding amounts under the revolving credit facility without any premium or penalty (other than customary Eurodollar breakage costs). Prepayments of the term loan are subject to certain prepayment minimums. Beginning with the fiscal year ending December 31, 2018, Blucora will be required to make annual prepayments of the term loan in an amount equal to a percentage of excess cash flow of Blucora during the applicable fiscal year from 0% to 50.0% , depending on the Consolidated First Lien Net Leverage Ratio (as defined in the credit agreement) for such fiscal year. As of December 31, 2017, 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. In connection with the refinancing, the Company performed an analysis by creditor and determined that the refinancing qualified as an extinguishment of the TaxAct - HD Vest 2015 credit facilities and the Notes. As a result, the Company recognized a loss on debt extinguishment during the three months ended June 30, 2017, which was recorded in "Other loss, net" on the consolidated statements of comprehensive income and consisted of the following (in thousands): Loss on debt extinguishment - TaxAct - HD Vest 2015 credit facility $ 9,593 Loss on debt extinguishment - Convertible Senior Notes 6,715 Total loss on debt extinguishment $ 16,308 The amount for the TaxAct - HD Vest 2015 credit facility included the write-off of the remaining unamortized discount and debt issuance costs. For the Notes, the Company allocated the cash paid first to the liability component of the Notes based on the fair value of the redeemed 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 loss and recorded in "Other loss, net" on the consolidated statements of comprehensive income. No amount was allocated to the equity component of the Notes, since the fair value of the liability component exceeded the cash paid. 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 consisted of a $25.0 million revolving credit loan--which included 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 were December 31, 2020 and December 31, 2022 , respectively. Obligations under the credit facility were guaranteed by TaxAct Holdings, Inc. and HD Vest Holdings, Inc. and were secured by the equity of the TaxAct and HD Vest businesses. While Blucora was not a party to the agreement, it had 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 were payable quarterly and were 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 was 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. The Company had repayment activity of $64.0 million and $140.0 million during 2017 and 2016, respectively. These repayments resulted in the acceleration of a portion of the unamortized discount and debt issuance costs, which were recorded in "Other loss, net" on the consolidated statements of comprehensive income. 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 in 2015 . 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 $201.3 million aggregate principal amount of its Notes, inclusive of the underwriters’ exercise in full of their over-allotment option of $26.3 million . In June 2017, the Company redeemed almost all of the outstanding Notes for cash with proceeds from the senior secured credit facility. 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 were no financial or operating covenants relating to the Notes. 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, 2017 2016 2015 Contractual interest expense (Cash) $ 3,141 $ 7,619 $ 8,553 Amortization of debt issuance costs (Non-cash) 401 939 989 Accretion of debt discount (Non-cash) 1,567 3,666 3,866 Total interest expense $ 5,109 $ 12,224 $ 13,408 Effective interest rate of the liability component 7.32 % 7.32 % 7.32 % Note payable, related party: In December 2017, the Company fully repaid $3.2 million of a note payable with the former President of HD Vest that arose in connection with the acquisition of HD Vest. The note was scheduled to be paid over a three -year period, with 50% paid in year one ( $3.2 million paid in December 2016), 40% to be paid in 2017, and 10% to be paid in 2018. 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 former President of HD Vest sold a portion of his shares to the Company in exchange for the note. The note bore interest at a rate of 5% per year. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10: Commitments and Contingencies The Company's contractual commitments are as follows for years ending December 31 (in thousands): 2018 2019 2020 2021 2022 Thereafter Total Operating lease commitments: Operating lease obligations $ 4,201 $ 4,281 $ 3,946 $ 2,493 $ 1,979 $ 1,678 $ 18,578 Sublease income (1,265 ) (1,288 ) (991 ) — — — (3,544 ) Net operating lease commitments 2,936 2,993 2,955 2,493 1,979 1,678 15,034 Purchase commitments 5,528 3,600 3,600 2,100 600 3,400 18,828 Debt commitments — 2,000 3,500 3,500 3,500 332,500 345,000 Interest payable 15,172 15,157 15,068 14,872 14,719 20,584 95,572 Acquisition-related contingent consideration liability 1,304 1,385 — — — — 2,689 Total $ 24,940 $ 25,135 $ 25,123 $ 22,965 $ 20,798 $ 358,162 $ 477,123 Operating lease commitments: As discussed in "Note 5: Restructuring", the Company has a non-cancelable operating lease that runs through 2020 for its former corporate headquarters in Bellevue, Washington, which the Company occupied until May 2017. In March 2017, the Company agreed to a sublease for the entire Bellevue facility, which was effective June 1, 2017 and expires on September 30, 2020, consistent with the underlying operating lease. The Company leases office space, and these leases are classified as operating leases. Net rent expense under those operating leases was as follows (in thousands): Years ended December 31, 2017 2016 2015 Rent expense $ 2,972 $ 3,793 $ 1,237 Less: sublease rent income (594 ) (342 ) — Net rent expense $ 2,378 $ 3,451 $ 1,237 Purchase commitments: The Company's purchase commitments consist primarily of non-cancelable service agreements for its data centers, a sponsorship marketing agreement, commitments with a vendor to provide cloud computation services of $10.1 million over the next four years, and a commitment to switch to a new clearing firm provider that has been selected by the Company by the third quarter of 2018. 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 Blucora senior secured credit facility. For further detail regarding the credit facility, 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 that began in 2017 and are expected to continue annually 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, 2017 , the total amount of collateral pledged under these standby letters of credit was $0.7 million . Off-balance sheet arrangements: The Company has no off-balance sheet arrangements other than operating leases. Litigation: From time to time, the Company is subject to various legal proceedings or claims that arise in the ordinary course of business. 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 December 12, 2016, a shareholder derivative action was filed by Jeffrey Tilden against the Company, as a nominal defendant, Andrew Snyder, who was a director of the Company at that time, certain companies affiliated with Mr. Snyder, a former officer of the Company, GCA Savvian Advisors, LLC ("GCA Savvian"), and certain other 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 asserted claims for breaches of fiduciary duty against certain 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 asserted a claim against GCA Savvian, the Company’s financial advisor in connection with the HD Vest acquisition, for aiding and abetting breaches of fiduciary duty. The complaint also asserted a claim for insider trading against Mr. Snyder, a former director of the Company, and certain companies affiliated with Mr. Snyder. The derivative action did not seek monetary damages from the Company. The complaint sought corporate governance reforms, declaratory relief, monetary damages from the other defendants, attorney’s fees and prejudgment interest. On March 10, 2017, the Company filed a motion to dismiss for improper venue as a result of a forum selection provision in the Company’s bylaws that required the plaintiff to file his derivative fiduciary duty claims in Delaware. Other defendants also filed motions to quash the summons due to a lack of personal jurisdiction over them. On July 25, 2017, the Court granted the Company's motion to dismiss. The case was stayed by the Court until November 22, 2017 so that Tilden could file a complaint in Delaware, after which the case was dismissed without further order of the Court. On November 21, 2017, Tilden filed a shareholder derivative action in the Delaware Court of Chancery asserting the same claims against the same defendants and seeking the same relief as the San Francisco Superior Court lawsuit. On January 31, 2018, Blucora filed a motion to dismiss the Delaware complaint and the court has not yet ruled on this motion. The Company has entered into indemnification agreements in the ordinary course of business with its officers and directors, and the agreement entered into with GCA Savvian in connection with the acquisition of HD Vest also contained indemnification provisions. Pursuant to these agreements, the Company 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, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Note 11: Stockholders' Equity Stock incentive plan: The Company may grant incentive or non-qualified stock options, stock, restricted stock, RSUs, stock appreciation rights and performance shares or performance units to employees, non-employee directors, and consultants. The Company granted options and RSUs during 2017 and 2016 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 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 2016 Employee Stock Purchase Plan ( “ESPP” ) permits eligible employees to contribute up to 15% of their base earnings toward the twice-yearly purchase of Company common stock, subject to an annual maximum dollar amount. The purchase price is the lesser of 85% of the fair market value of common stock on the first day or on the last day of an offering period. An aggregate of 1.0 million shares of common stock are authorized for issuance under the ESPP. Of this amount, 0.9 million shares were available for issuance as of December 31, 2017 . 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, 2017 — $ — $ — Year ended December 31, 2016 — $ — $ — Year ended December 31, 2015 551 $ 14.01 $ 7,713 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, 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 ) Other comprehensive income 1 376 377 Balance as of December 31, 2017 $ — $ (4 ) $ (4 ) |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 12: Stock-Based Compensation A summary of the general terms of stock options and RSUs at December 31, 2017 was as follows: Number of shares authorized for awards 11,333,964 Options and RSUs outstanding 4,720,099 Options and RSUs expected to vest 4,347,251 Options and RSUs available for grant 5,160,506 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, 2016 8,635,815 $ 11.21 Granted 1,474,266 $ 16.87 Forfeited (1,233,344 ) $ 9.94 Expired (197,957 ) $ 19.71 Exercised (4,872,858 ) $ 11.41 Outstanding December 31, 2017 3,805,922 $ 13.13 $ 35,855 5.2 Exercisable December 31, 2017 1,225,062 $ 13.37 $ 12,389 4.1 Vested and expected to vest after December 31, 2017 3,538,301 $ 13.17 $ 33,301 5.2 Stock units Weighted average grant date fair value Intrinsic value Weighted average remaining contractual term (in years) RSUs: Outstanding December 31, 2016 1,473,797 $ 8.45 Granted 373,529 $ 18.39 Forfeited (169,202 ) $ 10.34 Vested (763,947 ) $ 8.43 Outstanding December 31, 2017 914,177 $ 12.10 $ 20,205 0.8 Expected to vest after December 31, 2017 808,950 $ 12.00 $ 17,878 0.8 Supplemental information is presented below: Years ended December 31, 2017 2016 2015 Stock options: Weighted average grant date fair value per share granted $ 6.25 $ 2.46 $ 3.65 Total intrinsic value of options exercised (in thousands) $ 44,405 $ 437 $ 1,072 Total fair value of options vested (in thousands) $ 5,566 $ 7,064 $ 4,416 RSUs: Weighted average grant date fair value per unit granted $ 18.39 $ 7.82 $ 13.67 Total intrinsic value of units vested (in thousands) $ 14,642 $ 5,755 $ 5,437 Total fair value of units vested (in thousands) $ 6,469 $ 8,981 $ 6,742 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, 2017 2016 2015 Cost of revenue $ 774 $ 166 $ 96 Engineering and technology 984 1,640 484 Sales and marketing 2,376 2,548 771 General and administrative 7,519 9,774 7,343 Restructuring 1,148 (364 ) — Total in continuing operations 12,801 13,764 8,694 Discontinued operations — 1,471 4,402 Total $ 12,801 $ 15,235 $ 13,096 Total excluded and capitalized as part of internal-use software $ — $ — $ 135 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. 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, 2017 2016 2015 Risk-free interest rate 1.2% - 1.94% 0.83% - 1.59% 0.21% - 1.33% Expected dividend yield 0 % 0 % 0 % Expected volatility 39% - 45% 35% - 45% 34% - 40% Expected life 3.8 3.4 3.0 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. 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, 2017 , 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 $ 5,569 1.9 RSUs 4,016 1.2 Total for continuing operations $ 9,585 1.6 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Note 13: 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. The Tax Preparation segment consists of the TaxAct business. 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, 2017 2016 2015 Revenue: Wealth Management $ 348,620 $ 316,546 $ — Tax Preparation 160,937 139,365 117,708 Total revenue 509,557 455,911 117,708 Operating income (loss): Wealth Management 50,916 46,296 — Tax Preparation 72,921 66,897 56,984 Corporate-level activity (75,800 ) (76,076 ) (61,791 ) Total operating income (loss) 48,037 37,117 (4,807 ) Other loss, net (44,551 ) (39,781 ) (12,542 ) Income tax benefit 25,890 1,285 4,623 Discontinued operations, net of income taxes — (63,121 ) (27,348 ) Net income (loss) $ 29,376 $ (64,500 ) $ (40,074 ) Revenues by major category within each segment are presented below (in thousands): Years ended December 31, 2017 2016 2015 Wealth Management: Commission $ 160,241 $ 150,125 $ — Advisory 145,694 129,417 — Asset-based 26,297 22,653 — Transaction and fee 16,388 14,351 — Total Wealth Management revenue $ 348,620 $ 316,546 $ — Tax Preparation: Consumer $ 147,084 $ 126,289 $ 105,367 Professional 13,853 13,076 12,341 Total Tax Preparation revenue $ 160,937 $ 139,365 $ 117,708 |
Other Loss, Net
Other Loss, Net | 12 Months Ended |
Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Other Loss, Net | Note 14: Other Loss, Net " Other loss, net " consisted of the following (in thousands): Years ended December 31, 2017 2016 2015 Interest income $ (110 ) $ (81 ) $ (609 ) Interest expense 21,211 32,424 9,044 Amortization of debt issuance costs 1,089 1,840 1,133 Accretion of debt discounts 1,947 4,690 3,866 Loss on debt extinguishment and modification expense (see Note 9 and next table) 20,445 1,036 398 Gain on third party bankruptcy settlement (116 ) (172 ) (1,128 ) Other 85 44 (162 ) Other loss, net $ 44,551 $ 39,781 $ 12,542 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, 2017 2016 2015 Write-off of debt discount and debt issuance costs on TaxAct - HD Vest 2015 credit facility (related to closure) $ 9,593 $ — $ — Write-off of debt discount and debt issuance costs on the Notes (related to termination) 6,715 — — Accelerated accretion of debt discount and amortization of debt issuance costs on credit facilities (related to prepayments) 2,990 6,716 — Gain on the Notes repurchased — (7,724 ) — Accelerated accretion of debt discount on the Notes (related to repurchase) — 1,628 — Accelerated amortization of debt issuance costs on the Notes (related to repurchase) 1,147 416 398 Total loss on debt extinguishment $ 20,445 $ 1,036 $ 398 |
401 (k) Plan
401 (k) Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
401 (k) Plan | 401(k) 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, 2017, 2016, and 2015, the Company contributed $1.6 million , $1.4 million , and $0.6 million , respectively, for employees, with the increase in 2016 due to the acquisition of HD Vest on December 31, 2015. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16: Income Taxes Income tax benefit consisted of the following (in thousands): Years ended December 31, 2017 2016 2015 Current: U.S. federal $ 123 $ 14,695 $ 7,470 State 962 2,048 514 Foreign 122 27 — Total current expense 1,207 16,770 7,984 Deferred: U.S. federal (26,012 ) (16,608 ) (12,004 ) State (1,022 ) (1,421 ) (538 ) Foreign (63 ) (26 ) (65 ) Total deferred benefit (27,097 ) (18,055 ) (12,607 ) Income tax benefit $ (25,890 ) $ (1,285 ) $ (4,623 ) 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, 2017 2016 2015 Income tax expense (benefit) at the statutory federal income tax rate $ 1,220 $ (930 ) $ (6,072 ) State income taxes, net of federal benefit 582 454 (15 ) Deductible domestic manufacturing costs — (1,225 ) (787 ) Non-deductible compensation 283 249 27 Non-deductible acquisition-related transaction costs — 37 2,524 Tax Legislation impact (21,430 ) — — Excess tax benefit due to stock-based compensation (11,558 ) — — Change in liabilities for uncertain tax positions (321 ) (86 ) — Change in valuation allowance 4,974 15 (223 ) Other 360 201 (77 ) Income tax benefit $ (25,890 ) $ (1,285 ) $ (4,623 ) 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, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 111,416 $ 176,722 Accrued compensation 4,586 12,069 Deferred revenue 1,638 3,740 Tax credit carryforwards — 10,925 Stock-based compensation 3,592 9,689 Capital loss 22,579 37,680 Other, net 3,466 5,798 Total gross deferred tax assets 147,277 256,623 Valuation allowance (109,242 ) (226,813 ) Deferred tax assets, net of valuation allowance 38,035 29,810 Deferred tax liabilities: Depreciation and amortization (81,182 ) (138,034 ) Discount on Notes — (2,385 ) Other, net (286 ) (517 ) Total gross deferred tax liabilities (81,468 ) (140,936 ) Net deferred tax liabilities $ (43,433 ) $ (111,126 ) At December 31, 2017 , 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 also has a deferred tax asset related to the net operating losses ( "NOLs" ) that it believes are more likely than not to expire before utilization. If assumptions change and the Company determines it will be able to realize these NOLs, the tax benefit relating to any reversal of the valuation allowance on deferred tax assets as of December 31, 2017 will be recognized as a reduction of income tax expense. On December 22, 2017, President Donald Trump signed into law "H.R. 1", formerly known as the Tax Cuts and Jobs Act (the "Tax Legislation" ). The Tax Legislation, which was effective January 1, 2018, significantly revised the U.S. tax code by, among other things, lowering the corporate income tax rate from 35% to 21%. At December 31, 2017, the Company has not completed its accounting for the tax effects of the Tax Legislation; however, in certain cases, as described below, we have made a reasonable estimate of the effects on the Company’s existing deferred tax balances and the one-time transition tax. In other cases, the Company has not been able to make a reasonable estimate and continues to account for those items based on its existing accounting under ASC 740, Income Taxes, and the provisions of the tax laws that were in effect immediately prior to enactment. For the items for which the Company was able to determine a reasonable estimate, the Company recognized a provisional amount of approximately $21.4 million , which is recorded as additional income tax benefit in 2017. In all cases, the Company will continue to make and refine its calculations as additional analysis is completed. In addition, the Company’s estimates may also be affected as it gains a more thorough understanding of the tax law. Provisional amounts: The Company remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. However, the Company is still analyzing certain aspects of the Tax Legislation and refining its calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. The provisional amounts recorded related to the remeasurement of the Company’s net deferred tax liabilities was approximately $21.4 million . The changes in the valuation allowance for deferred tax assets are shown below (in thousands): Years ended December 31, 2017 2016 Balance at beginning of year $ 226,813 $ 217,452 Increase (decrease) in valuation allowance - capital items (15,980 ) 14,926 Decrease in valuation allowance - utilization of equity-based deferred tax assets (101,830 ) (5,684 ) Increase in valuation allowance - other 239 119 Balance at end of year $ 109,242 $ 226,813 For the year ended December 31, 2017 , the decrease in valuation allowance for capital items related primarily to the enactment of a change in the federal tax rate from 35% to 21% for tax years beginning after December 31, 2017. The decrease in valuation allowance for utilization of equity-based deferred tax assets related primarily to the enactment of a change in the federal tax rate from 35% to 21% for tax years beginning after December 31, 2017, a $50.2 million decrease related to the adoption of ASU 2016-09, which required a cumulative-effect adjustment for historical equity net operation losses (see Note 2: Summary of Significant Accounting Policies for additional details) and a $0.4 million adjustment related to the future taxable income expected to be available to partially utilize the carryforwards, offset by a $5.6 million increase related to the current year generation of NOLs. For the year ended December 31, 2016, the valuation allowance change included an increase of $14.9 million for increases in deferred tax assets that were capital in nature, and a decrease of $5.7 million for the utilization of equity-based deferred tax assets to reduce taxes payable. As of December 31, 2017 , the Company’s U.S. federal and state net operating loss carryforwards for income tax purposes were $520.3 million and $32.7 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, we recognized such income tax benefit on the consolidated financial statements, 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 2037 , 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, 2017 2016 2015 Balance at beginning of year $ 22,919 $ 21,741 $ 18,403 Gross increases for tax positions of prior years 93 331 2,708 Gross decreases for tax positions of prior years (31 ) (93 ) (9 ) Gross increases for tax positions of current year — 997 751 Settlements (66 ) (57 ) (112 ) Lapse of statute of limitations (290 ) — — Balance at end of year $ 22,625 $ 22,919 $ 21,741 The total amount of unrecognized tax benefits that could affect the Company’s effective tax rate if recognized was $4.2 million and $4.5 million as of December 31, 2017 and 2016 , respectively. The remaining $18.4 million has not been recognized on the consolidated balance sheets as of December 31, 2017 and 2016 , 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 2013, although NOL 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, 2017 , no significant adjustments have been proposed relative to the Company’s tax positions. During the years ended December 31, 2017 , 2016 , and 2015 , the Company recognized less than $0.2 million of interest and penalties related to uncertain tax positions. The Company had approximately $1.1 million and $1.0 million accrued for interest and penalties as of December 31, 2017 and 2016 , respectively. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 17: Net Income (Loss) Per Share " Basic net income (loss) per share " is computed using the weighted average number of common shares outstanding during the period. " Diluted net income (loss) per share " is computed using the weighted average number of common shares outstanding plus the number of dilutive potential common shares outstanding during the period. Dilutive potential common shares consist of the incremental common shares issuable upon the exercise of outstanding stock options, vesting of unvested RSUs, 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 income (loss) per share attributable to Blucora, Inc. is as follows (in thousands): Years ended December 31, 2017 2016 2015 Numerator: Income (loss) from continuing operations $ 29,376 $ (1,379 ) $ (12,726 ) Net income attributable to noncontrolling interests (2,337 ) (658 ) — Income (loss) from continuing operations attributable to Blucora, Inc. 27,039 (2,037 ) (12,726 ) Income (loss) from discontinued operations attributable to Blucora, Inc. — (63,121 ) (27,348 ) Net income (loss) attributable to Blucora, Inc. $ 27,039 $ (65,158 ) $ (40,074 ) Denominator: Weighted average common shares outstanding, basic 44,370 41,494 40,959 Dilutive potential common shares 2,841 — — Weighted average common shares outstanding, diluted 47,211 41,494 40,959 Net income (loss) per share attributable to Blucora, Inc. - basic: Continuing operations $ 0.61 $ (0.05 ) $ (0.31 ) Discontinued operations — (1.52 ) (0.67 ) Basic net income (loss) per share $ 0.61 $ (1.57 ) $ (0.98 ) Net income (loss) per share attributable to Blucora, Inc. - diluted: Continuing operations $ 0.57 $ (0.05 ) $ (0.31 ) Discontinued operations — (1.52 ) (0.67 ) Diluted net income (loss) per share $ 0.57 $ (1.57 ) $ (0.98 ) Shares excluded 1,058 9,774 5,975 Shares were excluded from the computation of diluted earnings per common share for these periods because their effect would have been anti-dilutive. |
Description of the Business (Po
Description of the Business (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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. 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 Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Cash equivalents | Cash equivalents: The Company considers all highly liquid debt instruments with an original maturity of ninety days or less at date of acquisition to be cash equivalents. |
Short-term investments | Available-for-sale 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, which was not material at December 31, 2017 and 2016, respectively. |
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 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 Company performed a qualitative assessment as of November 30, 2017, and determined that no conditions existed that would make it more likely than not that goodwill and the indefinite-lived assets were impaired. Therefore, no further quantitative assessment was required. 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. |
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 (see "Note 7: Fair Value Measurements") of the fair value hierarchy because the Company values them utilizing market observable inputs. Unrealized gains and losses are included in "Accumulated other comprehensive income (loss)" on the consolidated balance sheets, and amounts reclassified out of comprehensive income into net income are determined on the basis of specific identification. The Company has a contingent consideration liability that is related to the Company's 2015 acquisition of SimpleTax Software Inc. ( "SimpleTax" ) and is classified within Level 3 (see "Note 7: Fair Value Measurements") of the fair value hierarchy because the Company values it utilizing inputs not observable in the market. The Company accounts for contingent consideration in accordance with applicable accounting guidance pertaining to business combinations |
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, estimates and assumptions that can have an impact on the timing and amount of revenue that the Company recognizes. Revenue is recognized net of allowances, which are management's estimates of fees to be paid to a third party service provider for fulfillment of the Company's audit defense services. These fees are not material and generally include an estimate of audit defense fees to be paid, based on an analysis of historical data and contractual terms, and are recorded when revenue is recognized. The Company believes that it can reasonably and reliably estimate fees to the third party service provider in a timely manner. 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. 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. Of Wealth management revenues, commissions revenue contains subjective judgments and the use of estimates. 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, and also considers historical payout ratios. These estimates are primarily based on historical information and there is not significant judgment involved. 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. |
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 primarily include tax preparation support services, data archive services and e-filing services. 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. This revenue is recorded in the Tax Preparation segment. Of Tax Preparation revenues, revenues from bank or reloadable prepaid debit card services, and software and/or services that consist of multiple elements contain subjective judgments and the use of estimates. 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 revenue recognition criteria 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. However, the impact of multiple element arrangements are not material and primarily impact the timing of revenue recognition over the tax filing season, which is concentrated within the first two quarters of the filing period. |
Advertising expenses | Advertising expenses: Costs for advertising are recorded as expense, and classified within "Sales and marketing" on the consolidated statements of comprehensive income, when the advertisement appears. |
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. |
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. |
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. The Company will adopt the requirements of the new standard on January 1, 2018, utilizing the modified retrospective transition method. Upon adoption, the Company will recognize a $1.8 million cumulative effect of adopting this ASU as an adjustment to the opening balance of retained earnings, and will recognize approximately $2.0 million of certain licensing fees as a reduction to both revenues and operating expenses on the consolidated statements of comprehensive income. Prior periods will not be retrospectively adjusted. 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) and have a term of twelve months or less, 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. Early adoption is permitted. The Company expects that the adoption of this ASU will not have a material impact to its consolidated financial statements and related disclosures, and it will adopt this ASU on January 1, 2019. 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 was effective for annual reporting periods, including interim reporting periods within those annual reporting periods, beginning after December 15, 2016. The guidance related to the recognition of excess tax benefits and deficiencies as income tax benefit or expense was effective on a prospective basis, and the guidance related to the timing of excess tax benefit recognition was 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 was effective on a retrospective or prospective basis. The Company implemented this ASU on January 1, 2017 and recorded a cumulative-effect adjustment of $51.5 million to credit retained earnings for deferred tax assets related to net operating losses that arose from excess tax benefits, which the Company has deemed realizable. In addition to this: • At the time of adoption and on a prospective basis, the primary impact of adoption was the recognition of excess tax benefits and deficiencies, including deferred tax assets related to net operating losses that arose from excess tax benefits which the Company has deemed realizable, in the income tax provision (rather than in additional paid-in capital). This caused income taxes to differ from taxes at the statutory rates in 2017. For the year ended December 31, 2017, the Company recognized an estimated $20.1 million decrease to the income tax provision, which resulted in a $20.1 million increase to income from continuing operations and net income attributable to Blucora, a $0.45 increase to basic earnings per share, and a $0.43 increase to diluted earnings per share. • The Company applied the cash flow presentation guidance on a retrospective basis, restating the consolidated statements of cash flows to present excess tax benefits as an operating activity (rather than a financing activity). For the year ended December 31, 2016 , this resulted in an increase to cash provided by operating activities from continuing operations of $16.0 million and a corresponding decrease to cash used by financing activities from continuing operations. The restatement had no impact on total cash flows for the period presented. 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 had 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. Measurement of Credit Losses - In June 2016, the FASB issued an ASU which requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU is effective for fiscal years beginning after December 15, 2019, including those interim periods within those fiscal years. The Company is currently assessing the impact of adopting this ASU, but based on a preliminary assessment, does not expect the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures. Statement of cash flows and restricted cash - In November 2016, the FASB issued an ASU on the classification and presentation of changes in restricted cash on the statement of cash flows. The ASU requires that the statement of cash flows explains the change during the period in the total of cash, cash equivalents, and restricted cash; therefore, the amounts described as restricted cash should be included with cash and cash equivalents when reconciling the beginning and end of period total amounts on 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, 2017. Early adoption is permitted. The guidance is effective on a retrospective basis. The Company elected to early adopt this guidance as of January 1, 2017. The reclassification was not material to the periods presented and had no impact on total cash flows, income from continuing operations, or net income attributable to Blucora for the periods presented. |
Net Income (Loss) Per Share (Po
Net Income (Loss) Per Share (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share, Policy | " Basic net income (loss) per share " is computed using the weighted average number of common shares outstanding during the period. " Diluted net income (loss) per share " is computed using the weighted average number of common shares outstanding plus the number of dilutive potential common shares outstanding during the period. Dilutive potential common shares consist of the incremental common shares issuable upon the exercise of outstanding stock options, vesting of unvested RSUs, 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 Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 | |
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): Year ended December 31, 2015 Revenue $ 437,447 Loss from continuing operations $ (12,793 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Major classes of items in net income (loss): Revenues $ — $ 227,989 $ 352,077 Operating expenses — (211,395 ) (391,702 ) Other income (loss), net — (719 ) (2,673 ) Income (loss) from discontinued operations before income taxes — 15,875 (42,298 ) Loss on sale of discontinued operations before income taxes — (73,800 ) — Discontinued operations, before income taxes — (57,925 ) (42,298 ) Income tax benefit (expense) — (5,196 ) 14,950 Discontinued operations, net of income taxes $ — $ (63,121 ) $ (27,348 ) |
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, 2015 $ 994 Charges 3,552 Payments (4,396 ) Balance as of December 31, 2016 150 Charges — Payments — Balance as of December 31, 2017 $ 150 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 Contract Termination Costs Fixed Asset Impairments Stock-Based Compensation Other Costs Total Balance as of December 31, 2015 $ — $ — $ — $ — $ — $ — Restructuring charges 4,234 — — (364 ) — 3,870 Non-cash — — — 364 — 364 Balance as of December 31, 2016 $ 4,234 $ — $ — $ — $ — $ 4,234 Restructuring charges 261 (241 ) 1,878 1,148 55 3,101 Payments (3,293 ) (535 ) — — (55 ) (3,883 ) Non-cash — 1,457 (1,878 ) (1,148 ) — (1,569 ) Balance as of December 31, 2017 $ 1,202 $ 681 $ — $ — $ — $ 1,883 |
Goodwill and Other Intangible32
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 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 Foreign currency translation adjustment — 296 296 Balance as of December 31, 2017 $ 356,041 $ 192,996 $ 549,037 |
Intangible Assets Other than Goodwill | Intangible assets other than goodwill consisted of the following (in thousands): December 31, 2017 December 31, 2016 Weighted Average Amortization Period (months) Gross carrying amount Accumulated amortization Net Gross carrying amount Accumulated amortization Net Definite-lived intangible assets: Customer relationships 25 $ 101,711 $ (75,105 ) $ 26,606 $ 101,690 $ (62,381 ) $ 39,309 Advisor relationships 216 240,300 (34,211 ) 206,089 240,300 (17,138 ) 223,162 Sponsor relationships 192 16,500 (1,833 ) 14,667 16,500 (917 ) 15,583 Curriculum 24 800 (400 ) 400 800 (200 ) 600 Technology 47 43,895 (35,452 ) 8,443 43,855 (32,331 ) 11,524 Total definite-lived intangible assets 189 403,206 (147,001 ) 256,205 403,145 (112,967 ) 290,178 Indefinite-lived intangible assets: Trade names 72,000 — 72,000 72,000 — 72,000 Total $ 475,206 $ (147,001 ) $ 328,205 $ 475,145 $ (112,967 ) $ 362,178 |
Summary of Amortization Expense | Amortization expense was as follows (in thousands): Years ended December 31, 2017 2016 2015 Statement of comprehensive income line item: Cost of revenue $ 195 $ 812 $ 7,546 Amortization of other acquired intangible assets 33,807 33,331 12,757 Total $ 34,002 $ 34,143 $ 20,303 |
Information About Expected Amortization of Definite-Lived Intangible Assets | Expected amortization of definite-lived intangible assets held as of December 31, 2017 is as follows (in thousands): 2018 2019 2020 2021 2022 Thereafter Total Statement of comprehensive income (loss) line item: Cost of revenue $ 101 $ — $ — $ — $ — $ — $ 101 Amortization of other acquired intangible assets 33,061 32,321 19,969 17,138 14,843 138,772 256,104 Total $ 33,162 $ 32,321 $ 19,969 $ 17,138 $ 14,843 $ 138,772 $ 256,205 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 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 $ 10,857 $ — $ 10,857 $ — Total assets at fair value $ 10,857 $ — $ 10,857 $ — Acquisition-related contingent consideration liability $ 2,689 $ — $ — $ 2,689 Total liabilities at fair value $ 2,689 $ — $ — $ 2,689 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 |
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, 2017 2016 Acquisition-related contingent consideration liability: Balance at beginning of year $ 3,421 $ 2,951 Payment (946 ) — Revaluation — 391 Foreign currency transaction loss 214 79 Balance at end of year $ 2,689 $ 3,421 |
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 Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 Prepaid expenses $ 6,972 $ 5,990 Other current assets, net 393 331 Total prepaid expenses and other current assets, net $ 7,365 $ 6,321 |
Property and Equipment | Property and equipment, net consisted of the following (in thousands): December 31, 2017 2016 Computer equipment and data center $ 7,121 $ 6,884 Purchased software 4,200 4,420 Internally-developed software 2,728 2,478 Office equipment 557 745 Office furniture 801 1,532 Leasehold improvements and other 3,244 6,246 18,651 22,305 Accumulated depreciation (12,081 ) (12,269 ) 6,570 10,036 Capital projects in progress 3,261 800 Total property and equipment, net $ 9,831 $ 10,836 |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2017 2016 Salaries and related expenses $ 12,451 $ 12,506 Accrued interest on Notes (see Note 9) — 1,837 Other 7,126 4,185 Total accrued expenses and other current liabilities $ 19,577 $ 18,528 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Debt | The Company’s debt consisted of the following (in thousands): December 31, 2017 December 31, 2016 Unamortized Unamortized Principal amount Discount Debt issuance costs Net carrying value Principal amount Discount Debt issuance costs Net carrying value Senior secured credit facility $ 345,000 $ (1,455 ) $ (5,464 ) $ 338,081 $ — $ — $ — $ — TaxAct - HD Vest 2015 credit facility — — — — 260,000 (7,124 ) (5,295 ) 247,581 Convertible Senior Notes — — — — 172,859 (6,913 ) (1,770 ) 164,176 Note payable, related party — — — — 3,200 — — 3,200 Total debt $ 345,000 $ (1,455 ) $ (5,464 ) $ 338,081 $ 436,059 $ (14,037 ) $ (7,065 ) $ 414,957 |
Schedule of Extinguishment of Debt | As a result, the Company recognized a loss on debt extinguishment during the three months ended June 30, 2017, which was recorded in "Other loss, net" on the consolidated statements of comprehensive income and consisted of the following (in thousands): Loss on debt extinguishment - TaxAct - HD Vest 2015 credit facility $ 9,593 Loss on debt extinguishment - Convertible Senior Notes 6,715 Total loss on debt extinguishment $ 16,308 This activity resulted in the following amounts recorded to loss on debt extinguishment and modification expense (in thousands): Years ended December 31, 2017 2016 2015 Write-off of debt discount and debt issuance costs on TaxAct - HD Vest 2015 credit facility (related to closure) $ 9,593 $ — $ — Write-off of debt discount and debt issuance costs on the Notes (related to termination) 6,715 — — Accelerated accretion of debt discount and amortization of debt issuance costs on credit facilities (related to prepayments) 2,990 6,716 — Gain on the Notes repurchased — (7,724 ) — Accelerated accretion of debt discount on the Notes (related to repurchase) — 1,628 — Accelerated amortization of debt issuance costs on the Notes (related to repurchase) 1,147 416 398 Total loss on debt extinguishment $ 20,445 $ 1,036 $ 398 |
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, 2017 2016 2015 Contractual interest expense (Cash) $ 3,141 $ 7,619 $ 8,553 Amortization of debt issuance costs (Non-cash) 401 939 989 Accretion of debt discount (Non-cash) 1,567 3,666 3,866 Total interest expense $ 5,109 $ 12,224 $ 13,408 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, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Contractual Commitments | The Company's contractual commitments are as follows for years ending December 31 (in thousands): 2018 2019 2020 2021 2022 Thereafter Total Operating lease commitments: Operating lease obligations $ 4,201 $ 4,281 $ 3,946 $ 2,493 $ 1,979 $ 1,678 $ 18,578 Sublease income (1,265 ) (1,288 ) (991 ) — — — (3,544 ) Net operating lease commitments 2,936 2,993 2,955 2,493 1,979 1,678 15,034 Purchase commitments 5,528 3,600 3,600 2,100 600 3,400 18,828 Debt commitments — 2,000 3,500 3,500 3,500 332,500 345,000 Interest payable 15,172 15,157 15,068 14,872 14,719 20,584 95,572 Acquisition-related contingent consideration liability 1,304 1,385 — — — — 2,689 Total $ 24,940 $ 25,135 $ 25,123 $ 22,965 $ 20,798 $ 358,162 $ 477,123 |
Operating Leases of Lessee Disclosure | The Company leases office space, and these leases are classified as operating leases. Net rent expense under those operating leases was as follows (in thousands): Years ended December 31, 2017 2016 2015 Rent expense $ 2,972 $ 3,793 $ 1,237 Less: sublease rent income (594 ) (342 ) — Net rent expense $ 2,378 $ 3,451 $ 1,237 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 — $ — $ — Year ended December 31, 2016 — $ — $ — Year ended December 31, 2015 551 $ 14.01 $ 7,713 |
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, 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 ) Other comprehensive income 1 376 377 Balance as of December 31, 2017 $ — $ (4 ) $ (4 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 was as follows: Number of shares authorized for awards 11,333,964 Options and RSUs outstanding 4,720,099 Options and RSUs expected to vest 4,347,251 Options and RSUs available for grant 5,160,506 |
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, 2016 8,635,815 $ 11.21 Granted 1,474,266 $ 16.87 Forfeited (1,233,344 ) $ 9.94 Expired (197,957 ) $ 19.71 Exercised (4,872,858 ) $ 11.41 Outstanding December 31, 2017 3,805,922 $ 13.13 $ 35,855 5.2 Exercisable December 31, 2017 1,225,062 $ 13.37 $ 12,389 4.1 Vested and expected to vest after December 31, 2017 3,538,301 $ 13.17 $ 33,301 5.2 Stock units Weighted average grant date fair value Intrinsic value Weighted average remaining contractual term (in years) RSUs: Outstanding December 31, 2016 1,473,797 $ 8.45 Granted 373,529 $ 18.39 Forfeited (169,202 ) $ 10.34 Vested (763,947 ) $ 8.43 Outstanding December 31, 2017 914,177 $ 12.10 $ 20,205 0.8 Expected to vest after December 31, 2017 808,950 $ 12.00 $ 17,878 0.8 |
Schedule of Supplemental Information | Supplemental information is presented below: Years ended December 31, 2017 2016 2015 Stock options: Weighted average grant date fair value per share granted $ 6.25 $ 2.46 $ 3.65 Total intrinsic value of options exercised (in thousands) $ 44,405 $ 437 $ 1,072 Total fair value of options vested (in thousands) $ 5,566 $ 7,064 $ 4,416 RSUs: Weighted average grant date fair value per unit granted $ 18.39 $ 7.82 $ 13.67 Total intrinsic value of units vested (in thousands) $ 14,642 $ 5,755 $ 5,437 Total fair value of units vested (in thousands) $ 6,469 $ 8,981 $ 6,742 |
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, 2017 2016 2015 Cost of revenue $ 774 $ 166 $ 96 Engineering and technology 984 1,640 484 Sales and marketing 2,376 2,548 771 General and administrative 7,519 9,774 7,343 Restructuring 1,148 (364 ) — Total in continuing operations 12,801 13,764 8,694 Discontinued operations — 1,471 4,402 Total $ 12,801 $ 15,235 $ 13,096 Total excluded and capitalized as part of internal-use software $ — $ — $ 135 |
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, 2017 2016 2015 Risk-free interest rate 1.2% - 1.94% 0.83% - 1.59% 0.21% - 1.33% Expected dividend yield 0 % 0 % 0 % Expected volatility 39% - 45% 35% - 45% 34% - 40% Expected life 3.8 3.4 3.0 |
Unrecognized Stock-Based Compensation Expense | As of December 31, 2017 , 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 $ 5,569 1.9 RSUs 4,016 1.2 Total for continuing operations $ 9,585 1.6 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Revenue: Wealth Management $ 348,620 $ 316,546 $ — Tax Preparation 160,937 139,365 117,708 Total revenue 509,557 455,911 117,708 Operating income (loss): Wealth Management 50,916 46,296 — Tax Preparation 72,921 66,897 56,984 Corporate-level activity (75,800 ) (76,076 ) (61,791 ) Total operating income (loss) 48,037 37,117 (4,807 ) Other loss, net (44,551 ) (39,781 ) (12,542 ) Income tax benefit 25,890 1,285 4,623 Discontinued operations, net of income taxes — (63,121 ) (27,348 ) Net income (loss) $ 29,376 $ (64,500 ) $ (40,074 ) |
Schedule of Segment Reporting Information, by Segment | Revenues by major category within each segment are presented below (in thousands): Years ended December 31, 2017 2016 2015 Wealth Management: Commission $ 160,241 $ 150,125 $ — Advisory 145,694 129,417 — Asset-based 26,297 22,653 — Transaction and fee 16,388 14,351 — Total Wealth Management revenue $ 348,620 $ 316,546 $ — Tax Preparation: Consumer $ 147,084 $ 126,289 $ 105,367 Professional 13,853 13,076 12,341 Total Tax Preparation revenue $ 160,937 $ 139,365 $ 117,708 |
Other Loss, Net (Tables)
Other Loss, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Loss Net | " Other loss, net " consisted of the following (in thousands): Years ended December 31, 2017 2016 2015 Interest income $ (110 ) $ (81 ) $ (609 ) Interest expense 21,211 32,424 9,044 Amortization of debt issuance costs 1,089 1,840 1,133 Accretion of debt discounts 1,947 4,690 3,866 Loss on debt extinguishment and modification expense (see Note 9 and next table) 20,445 1,036 398 Gain on third party bankruptcy settlement (116 ) (172 ) (1,128 ) Other 85 44 (162 ) Other loss, net $ 44,551 $ 39,781 $ 12,542 |
Schedule of Extinguishment of Debt | As a result, the Company recognized a loss on debt extinguishment during the three months ended June 30, 2017, which was recorded in "Other loss, net" on the consolidated statements of comprehensive income and consisted of the following (in thousands): Loss on debt extinguishment - TaxAct - HD Vest 2015 credit facility $ 9,593 Loss on debt extinguishment - Convertible Senior Notes 6,715 Total loss on debt extinguishment $ 16,308 This activity resulted in the following amounts recorded to loss on debt extinguishment and modification expense (in thousands): Years ended December 31, 2017 2016 2015 Write-off of debt discount and debt issuance costs on TaxAct - HD Vest 2015 credit facility (related to closure) $ 9,593 $ — $ — Write-off of debt discount and debt issuance costs on the Notes (related to termination) 6,715 — — Accelerated accretion of debt discount and amortization of debt issuance costs on credit facilities (related to prepayments) 2,990 6,716 — Gain on the Notes repurchased — (7,724 ) — Accelerated accretion of debt discount on the Notes (related to repurchase) — 1,628 — Accelerated amortization of debt issuance costs on the Notes (related to repurchase) 1,147 416 398 Total loss on debt extinguishment $ 20,445 $ 1,036 $ 398 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense (Benefit) from Continuing Operations | Income tax benefit consisted of the following (in thousands): Years ended December 31, 2017 2016 2015 Current: U.S. federal $ 123 $ 14,695 $ 7,470 State 962 2,048 514 Foreign 122 27 — Total current expense 1,207 16,770 7,984 Deferred: U.S. federal (26,012 ) (16,608 ) (12,004 ) State (1,022 ) (1,421 ) (538 ) Foreign (63 ) (26 ) (65 ) Total deferred benefit (27,097 ) (18,055 ) (12,607 ) Income tax benefit $ (25,890 ) $ (1,285 ) $ (4,623 ) |
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, 2017 2016 2015 Income tax expense (benefit) at the statutory federal income tax rate $ 1,220 $ (930 ) $ (6,072 ) State income taxes, net of federal benefit 582 454 (15 ) Deductible domestic manufacturing costs — (1,225 ) (787 ) Non-deductible compensation 283 249 27 Non-deductible acquisition-related transaction costs — 37 2,524 Tax Legislation impact (21,430 ) — — Excess tax benefit due to stock-based compensation (11,558 ) — — Change in liabilities for uncertain tax positions (321 ) (86 ) — Change in valuation allowance 4,974 15 (223 ) Other 360 201 (77 ) Income tax benefit $ (25,890 ) $ (1,285 ) $ (4,623 ) |
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, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 111,416 $ 176,722 Accrued compensation 4,586 12,069 Deferred revenue 1,638 3,740 Tax credit carryforwards — 10,925 Stock-based compensation 3,592 9,689 Capital loss 22,579 37,680 Other, net 3,466 5,798 Total gross deferred tax assets 147,277 256,623 Valuation allowance (109,242 ) (226,813 ) Deferred tax assets, net of valuation allowance 38,035 29,810 Deferred tax liabilities: Depreciation and amortization (81,182 ) (138,034 ) Discount on Notes — (2,385 ) Other, net (286 ) (517 ) Total gross deferred tax liabilities (81,468 ) (140,936 ) Net deferred tax liabilities $ (43,433 ) $ (111,126 ) |
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, 2017 2016 Balance at beginning of year $ 226,813 $ 217,452 Increase (decrease) in valuation allowance - capital items (15,980 ) 14,926 Decrease in valuation allowance - utilization of equity-based deferred tax assets (101,830 ) (5,684 ) Increase in valuation allowance - other 239 119 Balance at end of year $ 109,242 $ 226,813 |
Reconciliation of Unrecognized Tax Benefit Balances | A reconciliation of the unrecognized tax benefit balances is as follows (in thousands): Years ended December 31, 2017 2016 2015 Balance at beginning of year $ 22,919 $ 21,741 $ 18,403 Gross increases for tax positions of prior years 93 331 2,708 Gross decreases for tax positions of prior years (31 ) (93 ) (9 ) Gross increases for tax positions of current year — 997 751 Settlements (66 ) (57 ) (112 ) Lapse of statute of limitations (290 ) — — Balance at end of year $ 22,625 $ 22,919 $ 21,741 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 income (loss) per share attributable to Blucora, Inc. is as follows (in thousands): Years ended December 31, 2017 2016 2015 Numerator: Income (loss) from continuing operations $ 29,376 $ (1,379 ) $ (12,726 ) Net income attributable to noncontrolling interests (2,337 ) (658 ) — Income (loss) from continuing operations attributable to Blucora, Inc. 27,039 (2,037 ) (12,726 ) Income (loss) from discontinued operations attributable to Blucora, Inc. — (63,121 ) (27,348 ) Net income (loss) attributable to Blucora, Inc. $ 27,039 $ (65,158 ) $ (40,074 ) Denominator: Weighted average common shares outstanding, basic 44,370 41,494 40,959 Dilutive potential common shares 2,841 — — Weighted average common shares outstanding, diluted 47,211 41,494 40,959 Net income (loss) per share attributable to Blucora, Inc. - basic: Continuing operations $ 0.61 $ (0.05 ) $ (0.31 ) Discontinued operations — (1.52 ) (0.67 ) Basic net income (loss) per share $ 0.61 $ (1.57 ) $ (0.98 ) Net income (loss) per share attributable to Blucora, Inc. - diluted: Continuing operations $ 0.57 $ (0.05 ) $ (0.31 ) Discontinued operations — (1.52 ) (0.67 ) Diluted net income (loss) per share $ 0.57 $ (1.57 ) $ (0.98 ) Shares excluded 1,058 9,774 5,975 |
Description of the Business - A
Description of the Business - Additional Information (Detail) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2017Segment | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | 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 | $ 1 | $ 39.5 | $ 40.5 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Summary of Estimated Useful Life of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
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 Accoun45
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 01, 2017 | |
Summary Of Significant Accounting Policy [Line Items] | ||||
Software development costs | $ 3.5 | $ 1 | $ 0.3 | |
Redeemable noncontrolling interest, equity, redemption value | 12.4 | 11.6 | ||
Advertising expense | 51.7 | 44 | $ 35.5 | |
Prepaid advertising costs | 0.3 | $ 0.6 | ||
Retained Earnings [Member] | Accounting Standards Update 2016-09 [Member] | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Cumulative effect adjustments | $ 1.8 | |||
Additional-paid-in capital [Member] | Accounting Standards Update 2016-09 [Member] | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Cumulative effect adjustments | $ 51.5 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies New Accounting Pronouncements (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Revenues | $ (509,557) | $ (455,911) | $ (117,708) |
Increase to net income from continuing operations | $ 29,376 | $ (1,379) | $ (12,726) |
Basic net income (loss) per share (in USD per share) | $ 0.61 | $ (1.57) | $ (0.98) |
Diluted net income (loss) per share (in USD per share) | $ 0.57 | $ (1.57) | $ (0.98) |
Operating Expenses | $ (461,520) | $ (418,794) | $ (122,515) |
Accounting Standards Update 2016-09 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Revenues | 2,000 | ||
Share-based compensation, excess tax benefit | (20,100) | ||
Net cash provided by (used in) financing activities | 16,000 | ||
Increase to net income from continuing operations | $ 20,100 | ||
Basic net income (loss) per share (in USD per share) | $ 0.45 | ||
Diluted net income (loss) per share (in USD per share) | $ 0.43 | ||
Net cash provided by (used in) operating activities | $ (16,000) | ||
Operating Expenses | $ 2,000 |
Business Combinations - HD Vest
Business Combinations - HD Vest Additional Information (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||||
Credit facility borrowed | $ 345,000,000 | $ 436,059,000 | $ 436,059,000 | $ 345,000,000 | $ 436,059,000 | ||
Finite-lived intangible asset, useful life | 189 months | ||||||
Repayments of notes payable | $ 64,000,000 | 140,000,000 | |||||
Notes payable, other payables [Member] | President [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Term | 3 years | ||||||
Repayments of notes payable | $ 3,200,000 | 3,200,000 | |||||
Fixed interest rate | 5.00% | 5.00% | |||||
Advisor relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible asset, useful life | 216 months | ||||||
Sponsor Relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible asset, useful life | 192 months | ||||||
Curriculum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible asset, useful life | 24 months | ||||||
TaxACT - HD Vest 2015 credit facility [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Credit facility borrowed | $ 0 | 260,000,000 | 260,000,000 | $ 0 | 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 | 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% | 95.52% | |||||
Noncontrolling interest ownership percentage | 4.48% | 4.48% | |||||
Cash paid | 612,288,000 | ||||||
Increase to net assets acquired | 57,469,000 | $ 2,100,000 | 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 Ve48
Business Combinations - HD Vest Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Excess of purchase price over net assets acquired, allocated to goodwill | $ 549,037 | $ 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: 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) | $ (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] | 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] $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 437,447 |
Loss from continuing operations | $ (12,793) |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 02, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Contingent consideration liability | $ 2,689 | ||
Goodwill, net | 549,037 | $ 548,741 | |
Simple Tax [Member] | |||
Business Acquisition [Line Items] | |||
Date of acquisition | Jul. 2, 2015 | ||
Cash paid for acquisition | $ 1,900 | ||
Contingent consideration liability | $ 3,700 | ||
Period of performance for contingent consideration | 3 years | ||
Contingent consideration liability | $ 3,300 | $ 2,700 | |
Business combination, intangible assets other than goodwill | 900 | ||
Goodwill, net | $ 4,500 |
Discontinued Operations- Agreem
Discontinued Operations- Agreements (Details) - USD ($) $ in Thousands | Nov. 17, 2016 | Aug. 09, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 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 | $ 0 | $ (73,800) | $ 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 | $ 1,000 | |||
Loss on sale of discontinued operations before income taxes | $ 52,200 | |||||
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Major classes of items in net income (loss): | |||
Discontinued operation, revenues | $ 0 | $ 227,989 | $ 352,077 |
Discontinued operation, operating expenses | 0 | (211,395) | (391,702) |
Discontinued operation, other loss, net | 0 | (719) | (2,673) |
Income (loss) from discontinued operations before income taxes | 0 | 15,875 | (42,298) |
Loss on sale of discontinued operations before income taxes | 0 | (73,800) | 0 |
Discontinued operation, income (loss) from discontinued operation, before income taxes | 0 | (57,925) | (42,298) |
Discontinued operation, income tax benefit (expense) | 0 | (5,196) | 14,950 |
Discontinued operations, net of income taxes | $ 0 | $ (63,121) | $ (27,348) |
Discontinued Operations- Busine
Discontinued Operations- Business Exit Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Exit Cost Liability [Line Items] | |||
Business exit costs | $ 4,500 | ||
Restructuring Reserve [Roll Forward] | |||
Charges | 3,101 | $ 3,870 | $ 0 |
Payments | (3,883) | ||
Employee-related costs [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | 150 | 994 | |
Charges | 0 | 3,552 | |
Payments | 0 | (4,396) | |
Restructuring reserve, ending balance | $ 150 | $ 150 | $ 994 |
Discontinued Operations- Goodwi
Discontinued Operations- Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Goodwill, net | $ 549,037 | $ 548,741 | |
Search and Content [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairments | $ (15,100) | ||
E Commerce [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairments | (33,800) | ||
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 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 |
Discontinued Operations- Debt (
Discontinued Operations- Debt (Details) - USD ($) | Nov. 22, 2013 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Credit facility borrowed | $ 345,000,000 | $ 436,059,000 | |
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 | ||
Agreement date | Nov. 22, 2013 | ||
Final maturity date of credit facility | Nov. 22, 2018 | ||
Principal repayments | $ (25,000,000) | ||
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 | 3 Months Ended | 12 Months Ended | 14 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | |
Restructuring Reserve [Roll Forward] | |||||
Restructuring | $ 3,101 | $ 3,870 | $ 0 | ||
Payments | (3,883) | ||||
Strategic Transformation [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring reserve, beginning balance | $ 4,234 | 4,234 | 0 | ||
Restructuring | 3,101 | 3,870 | $ 7,000 | ||
Non-cash | (1,569) | 364 | |||
Restructuring reserve, ending balance | 1,883 | 4,234 | 0 | 1,883 | |
Employee-related costs [Member] | Strategic Transformation [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring reserve, beginning balance | 4,234 | 4,234 | 0 | ||
Restructuring | 261 | 4,234 | |||
Payments | (3,293) | ||||
Non-cash | 0 | 0 | |||
Restructuring reserve, ending balance | 1,202 | 4,234 | 0 | 1,202 | |
Contract Termination [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Loss on sublease | 400 | ||||
Contract Termination [Member] | Strategic Transformation [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring reserve, beginning balance | 0 | 0 | 0 | ||
Restructuring | (241) | 0 | |||
Payments | (535) | ||||
Non-cash | 1,457 | 0 | |||
Restructuring reserve, ending balance | 681 | 0 | 0 | 681 | |
Impairment of long-lived assets held-for-use | 1,900 | ||||
Fixed Asset Impairments [Member] | Strategic Transformation [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring reserve, beginning balance | 0 | 0 | 0 | ||
Restructuring | 1,878 | 0 | |||
Payments | 0 | ||||
Non-cash | (1,878) | 0 | |||
Restructuring reserve, ending balance | 0 | 0 | 0 | 0 | |
Stock-based Compensation [Member] | Strategic Transformation [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring reserve, beginning balance | 0 | 0 | 0 | ||
Restructuring | 1,148 | (364) | |||
Payments | 0 | ||||
Non-cash | (1,148) | 364 | |||
Restructuring reserve, ending balance | 0 | 0 | 0 | 0 | |
Other Costs [Member] | Strategic Transformation [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring reserve, beginning balance | $ 0 | 0 | 0 | ||
Restructuring | 55 | 0 | |||
Payments | (55) | ||||
Non-cash | 0 | 0 | |||
Restructuring reserve, ending balance | $ 0 | $ 0 | $ 0 | $ 0 |
Goodwill and Other Intangible57
Goodwill and Other Intangible Assets - Summary of Goodwill Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning balance | $ 548,741 | $ 548,959 |
Purchase accounting adjustments | (345) | |
Foreign currency translation adjustment | 296 | 127 |
Goodwill, gross, ending balance | 549,037 | 548,741 |
Wealth Management [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning balance | 356,041 | 356,386 |
Purchase accounting adjustments | (345) | |
Foreign currency translation adjustment | 0 | 0 |
Goodwill, gross, ending balance | 356,041 | 356,041 |
Tax Preparation [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning balance | 192,700 | 192,573 |
Purchase accounting adjustments | 0 | |
Foreign currency translation adjustment | 296 | 127 |
Goodwill, gross, ending balance | $ 192,996 | $ 192,700 |
Goodwill and Other Intangible58
Goodwill and Other Intangible Assets - Intangible Assets Other Than Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | $ 403,206 | $ 403,145 |
Accumulated amortization | (147,001) | (112,967) |
Net | $ 256,205 | 290,178 |
Finite-lived intangible asset, useful life | 189 months | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Gross carrying amount | $ 475,206 | 475,145 |
Accumulated amortization | (147,001) | (112,967) |
Net | 328,205 | 362,178 |
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 | 101,711 | 101,690 |
Accumulated amortization | (75,105) | (62,381) |
Net | $ 26,606 | 39,309 |
Finite-lived intangible asset, useful life | 25 months | |
Advisor relationships [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | $ 240,300 | 240,300 |
Accumulated amortization | (34,211) | (17,138) |
Net | $ 206,089 | 223,162 |
Finite-lived intangible asset, useful life | 216 months | |
Sponsor Relationships [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | $ 16,500 | 16,500 |
Accumulated amortization | (1,833) | (917) |
Net | $ 14,667 | 15,583 |
Finite-lived intangible asset, useful life | 192 months | |
Curriculum [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | $ 800 | 800 |
Accumulated amortization | (400) | (200) |
Net | $ 400 | 600 |
Finite-lived intangible asset, useful life | 24 months | |
Technology [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | $ 43,895 | 43,855 |
Accumulated amortization | (35,452) | (32,331) |
Net | $ 8,443 | $ 11,524 |
Finite-lived intangible asset, useful life | 47 months |
Goodwill and Other Intangible59
Goodwill and Other Intangible Assets - Summary of Amortized Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Cost of revenue | $ 195 | $ 812 | $ 7,546 |
Amortization of other acquired intangible assets | 33,807 | 33,331 | 12,757 |
Amortization expense | $ 34,002 | $ 34,143 | $ 20,303 |
Goodwill and Other Intangible60
Goodwill and Other Intangible Assets - Information About Expected Amortization of Definite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
2,018 | $ 33,162 | |
2,019 | 32,321 | |
2,020 | 19,969 | |
2,021 | 17,138 | |
2,022 | 14,843 | |
Thereafter | 138,772 | |
Net | 256,205 | $ 290,178 |
Services cost of revenue [Member} | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,018 | 101 | |
2,019 | 0 | |
2,020 | 0 | |
2,021 | 0 | |
2,022 | 0 | |
Thereafter | 0 | |
Net | 101 | |
Amortization of other acquired intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,018 | 33,061 | |
2,019 | 32,321 | |
2,020 | 19,969 | |
2,021 | 17,138 | |
2,022 | 14,843 | |
Thereafter | 138,772 | |
Net | $ 256,104 |
Goodwill and Other Intangible61
Goodwill and Other Intangible Assets - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 189 months |
Customer relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 25 months |
Advisor relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 216 months |
Sponsor Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 192 months |
Curriculum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 24 months |
Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period for definite-lived intangible assets | 47 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, 2017 | Dec. 31, 2016 |
Cash equivalents: | ||
Total cash equivalents | $ 10,139 | |
Debt securities: | ||
Available-for-sale debt securities | 7,101 | |
Total assets at fair value | $ 10,857 | 17,240 |
Total liabilities at fair value | 2,689 | 3,421 |
Contingent consideration liability [Member] | ||
Debt securities: | ||
Total liabilities at fair value | 2,689 | 3,421 |
U.S. government securities [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 2,749 | |
Debt securities: | ||
Available-for-sale debt securities | 2,000 | |
Money market and other funds [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 10,857 | 4,090 |
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] | ||
Debt securities: | ||
Total liabilities at fair value | 0 | 0 |
Quoted prices in active markets using identical assets (Level 1) [Member] | Contingent consideration liability [Member] | ||
Debt securities: | ||
Total liabilities at fair value | 0 | 0 |
Significant other observable inputs (Level 2) [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 10,139 | |
Debt securities: | ||
Available-for-sale debt securities | 7,101 | |
Total assets at fair value | 10,857 | 17,240 |
Total liabilities at fair value | 0 | 0 |
Significant other observable inputs (Level 2) [Member] | Contingent consideration liability [Member] | ||
Debt securities: | ||
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 | |
Significant other observable inputs (Level 2) [Member] | Money market and other funds [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 10,857 | 4,090 |
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] | ||
Debt securities: | ||
Total liabilities at fair value | 2,689 | 3,421 |
Significant unobservable inputs (Level 3) [Member] | Contingent consideration liability [Member] | ||
Debt securities: | ||
Total liabilities at fair value | $ 2,689 | $ 3,421 |
Fair Value Measurements- Reconc
Fair Value Measurements- Reconciliation of Unobservable Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Acquisition-related contingent consideration liability: | ||
Beginning balance | $ 3,421 | $ 2,951 |
Payment | (946) | 0 |
Revaluation | 0 | 391 |
Foreign currency transaction loss | 214 | 79 |
Ending balance | $ 2,689 | $ 3,421 |
Fair Value Measurements- Contin
Fair Value Measurements- Contingent Consideration Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Jul. 02, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Undiscounted contingent consideration liability | $ 2,689 | |
Simple Tax [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Undiscounted contingent consideration liability | $ 2,700 | $ 3,300 |
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 | $ 1,300 | |
Other Noncurrent Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Undiscounted contingent consideration liability | $ 1,400 |
Fair Value Measurements - Inves
Fair Value Measurements - Investments Classified as Available-for-Sale (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Fair Value Disclosures [Abstract] | |
Available-for-sale Investments, amortized cost | $ 7,102 |
Available-for-sale Investments, gross unrealized gains | 0 |
Available-for-sale Investments, gross unrealized losses | (1) |
Total assets at fair value | $ 7,101 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Prepaid expenses and other current assets, net | ||
Prepaid expenses | $ 6,972 | $ 5,990 |
Other current assets, net | 393 | 331 |
Total prepaid expenses and other current assets, net | $ 7,365 | $ 6,321 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property and equipment | ||
Property and equipment, Gross | $ 18,651 | $ 22,305 |
Accumulated depreciation | (12,081) | (12,269) |
Property and equipment | 6,570 | 10,036 |
Capital projects in progress | 3,261 | 800 |
Total property and equipment, net | 9,831 | 10,836 |
Computer equipment and data center [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 7,121 | 6,884 |
Purchased software [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 4,200 | 4,420 |
Internally-developed software [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 2,728 | 2,478 |
Total property and equipment, net | 4,100 | 1,700 |
Office equipment [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 557 | 745 |
Office furniture [Member] | ||
Property and equipment | ||
Property and equipment, Gross | 801 | 1,532 |
Leasehold improvements and other [Member] | ||
Property and equipment | ||
Property and equipment, Gross | $ 3,244 | $ 6,246 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 3,460 | $ 3,881 | $ 1,521 |
Definite-lived intangible assets, net | 9,831 | 10,836 | |
Property, plant and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | 4,100 | 4,500 | 2,300 |
Internally-developed software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | 900 | 1,000 | $ 300 |
Definite-lived intangible assets, net | $ 4,100 | $ 1,700 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Salaries and related expenses | $ 12,451 | $ 12,506 |
Accrued interest on Notes | 0 | 1,837 |
Other | 7,126 | 4,185 |
Total accrued expenses and other current liabilities | $ 19,577 | $ 18,528 |
Debt - Schedule of Company's De
Debt - Schedule of Company's Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Term loan borrowed | $ 345,000 | $ 436,059 |
Unamortized discount | (1,455) | (14,037) |
Unamortized debt issuance expense | (5,464) | (7,065) |
Net carrying value | 338,081 | 414,957 |
Senior Secured Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Term loan borrowed | 345,000 | 0 |
Unamortized discount | (1,455) | 0 |
Unamortized debt issuance expense | (5,464) | 0 |
Net carrying value | 338,081 | 0 |
TaxACT - HD Vest 2015 credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Term loan borrowed | 0 | 260,000 |
Unamortized discount | 0 | (7,124) |
Unamortized debt issuance expense | 0 | (5,295) |
Net carrying value | 0 | 247,581 |
Convertible senior notes [Member] | ||
Debt Instrument [Line Items] | ||
Term loan borrowed | 0 | 172,859 |
Unamortized discount | 0 | (6,913) |
Unamortized debt issuance expense | 0 | (1,770) |
Net carrying value | 0 | 164,176 |
President [Member] | Notes payable, other payables [Member] | ||
Debt Instrument [Line Items] | ||
Term loan borrowed | 0 | 3,200 |
Unamortized discount | 0 | 0 |
Unamortized debt issuance expense | 0 | 0 |
Net carrying value | $ 0 | $ 3,200 |
Debt - Secured Credit Facility
Debt - Secured Credit Facility (Details) - USD ($) | Nov. 28, 2017 | Nov. 27, 2017 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 22, 2017 |
Debt Instrument [Line Items] | ||||||||
Term loan borrowed | $ 345,000,000 | $ 436,059,000 | ||||||
Repayments of notes payable | 64,000,000 | 140,000,000 | ||||||
Loss on debt extinguishment and modification expense | $ 16,308,000 | 20,445,000 | 1,036,000 | $ 398,000 | ||||
Senior Secured Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan borrowed | 345,000,000 | 0 | ||||||
TaxACT - HD Vest 2015 credit facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | 425,000,000 | |||||||
Term loan borrowed | 0 | 260,000,000 | ||||||
Loss on debt extinguishment and modification expense | 9,593,000 | |||||||
Convertible senior notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan borrowed | $ 0 | 172,859,000 | ||||||
Loss on debt extinguishment and modification expense | $ 6,715,000 | |||||||
Revolving credit facility [Member] | Senior Secured Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | $ 50,000,000 | |||||||
Revolving credit facility [Member] | Senior Secured Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, variable interest rate | 2.00% | |||||||
Revolving credit facility [Member] | Senior Secured Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, variable interest rate | 1.75% | |||||||
Revolving credit facility [Member] | TaxACT - HD Vest 2015 credit facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | 25,000,000 | |||||||
Term loan [Member] | Senior Secured Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan borrowed | $ 375,000,000 | |||||||
Repayments of notes payable | $ 30,000,000 | |||||||
Term loan [Member] | Senior Secured Credit Facility [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal payment percentage | 0.25% | |||||||
Term loan [Member] | Senior Secured Credit Facility [Member] | Eurodollar [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, variable interest rate | 3.00% | 3.75% | ||||||
Term loan [Member] | Senior Secured Credit Facility [Member] | Base Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, variable interest rate | 2.00% | 2.75% | ||||||
Term loan [Member] | TaxACT - HD Vest 2015 credit facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan borrowed | $ 400,000,000 | $ 400,000,000 | ||||||
Scenario, Forecast [Member] | Senior Secured Credit Facility [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Required prepayment percentage | 50.00% | |||||||
Scenario, Forecast [Member] | Senior Secured Credit Facility [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Required prepayment percentage | 0.00% |
Debt - TaxACT - HD Vest 2015 Cr
Debt - TaxACT - HD Vest 2015 Credit Facility (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Credit facility borrowed | $ 345,000,000 | $ 436,059,000 | |
Repayments of notes payable | 64,000,000 | 140,000,000 | |
TaxACT - HD Vest 2015 credit facility [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility | $ 425,000,000 | ||
Credit facility borrowed | $ 0 | 260,000,000 | |
Revolving credit facility [Member] | TaxACT - HD Vest 2015 credit facility [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility | 25,000,000 | ||
Term loan [Member] | TaxACT - HD Vest 2015 credit facility [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility borrowed | 400,000,000 | $ 400,000,000 | |
Principal repayments | $ 140,000,000 | ||
Term loan [Member] | TaxACT - HD Vest 2015 credit facility [Member] | LIBOR Rate [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, variable interest rate | 6.00% | ||
Credit facility, interest rate, floor | 1.00% | ||
Minimum [Member] | Term loan [Member] | TaxACT - HD Vest 2015 credit facility [Member] | LIBOR Rate [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, variable interest rate | 0.625% | ||
Maximum [Member] | Term loan [Member] | TaxACT - HD Vest 2015 credit facility [Member] | LIBOR Rate [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, variable interest rate | 1.875% |
Debt - TaxAct 2013 Credit Facil
Debt - TaxAct 2013 Credit Facility - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
TaxACT 2013 credit facility [Member] | |
Debt Instrument [Line Items] | |
Principal repayments | $ 51.9 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes - Additional Information (Detail) | Mar. 15, 2013USD ($) | Dec. 31, 2017USD ($)covenant | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |||
Term loan borrowed | $ 345,000,000 | $ 436,059,000 | |
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, proceeds from issuance, amount | $ 194,800,000 | ||
Number of operating covenants | covenant | 0 | ||
Repurchased face amount | 28,400,000 | ||
Repurchase amount | $ 20,700,000 |
Debt - Schedule of Total Intere
Debt - Schedule of Total Interest Expense on Convertible Senior Notes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs (Non-cash) | $ 1,089 | $ 1,840 | $ 1,133 |
Accretion of debt discount (Non-cash) | 1,947 | 4,690 | 3,866 |
Senior Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Contractual interest expense (Cash) | 3,141 | 7,619 | 8,553 |
Amortization of debt issuance costs (Non-cash) | 401 | 939 | 989 |
Accretion of debt discount (Non-cash) | 1,567 | 3,666 | 3,866 |
Total interest expense | $ 5,109 | $ 12,224 | $ 13,408 |
Effective interest rate of the liability component | 7.32% | 7.32% | 7.32% |
Debt - Note Payable Related Par
Debt - Note Payable Related Party (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | ||||
Repayments of notes payable | $ 64 | $ 140 | ||
Notes payable, other payables [Member] | President [Member] | ||||
Debt Instrument [Line Items] | ||||
Repayments of notes payable | $ 3.2 | $ 3.2 | ||
Term | 3 years | |||
Note repayment in year one, percentage | 0.5 | |||
Note repayment in year two, percentage | 0.4 | |||
Note repayment in year three, percentage | 0.1 | |||
Fixed interest rate | 5.00% | 5.00% |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Contractual Commitments (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Operating lease commitments, 2018 | $ 4,201 |
Operating lease commitments, 2019 | 4,281 |
Operating lease commitments, 2020 | 3,946 |
Operating lease commitments, 2021 | 2,493 |
Operating lease commitments, 2022 | 1,979 |
Operating lease commitments, Thereafter | 1,678 |
Operating lease commitments, Total | 18,578 |
Operating Leases, Sublease Income, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Sublease income, 2018 | (1,265) |
Sublease income, 2019 | (1,288) |
Sublease income, 2020 | (991) |
Sublease income 2021 | 0 |
Sublease income, 2022 | 0 |
Sublease income, Thereafter | 0 |
Sublease income, Total | (3,544) |
Operating Leases Future Minimum Payments Due Net [Abstract] | |
Net operating lease commitments, 2018 | 2,936 |
Net operating lease commitments, 2019 | 2,993 |
Net operating lease commitments, 2020 | 2,955 |
Net operating lease commitments, 2021 | 2,493 |
Net operating lease commitments, 2022 | 1,979 |
Net operating lease commitments, Thereafter | 1,678 |
Net operating lease commitments, Net | 15,034 |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Purchase commitments, 2018 | 5,528 |
Purchase commitments, 2019 | 3,600 |
Purchase commitments, 2020 | 3,600 |
Purchase commitments, 2021 | 2,100 |
Purchase commitments, 2022 | 600 |
Purchase commitments, Thereafter | 3,400 |
Purchase commitments, Total | 18,828 |
Long-term Debt, Rolling Maturity [Abstract] | |
Debt commitments, 2018 | 0 |
Debt commitments, 2019 | 2,000 |
Debt commitments, 2020 | 3,500 |
Debt commitments, 2021 | 3,500 |
Debt commitments, 2022 | 3,500 |
Debt commitments, Thereafter | 332,500 |
Debt commitments, Total | 345,000 |
Interest Payable, Fiscal Year Maturity [Abstract] | |
Note Interest Repayment In Next Twelve Months | 15,172 |
Note Interest Repayment In Year Two | 15,157 |
Note Interest Repayment In Year Three | 15,068 |
Note Interest Repayment In Year Four | 14,872 |
Note Interest Repayment In Year Five | 14,719 |
Note Interest Repayment After Year Five | 20,584 |
Interest Payable | 95,572 |
Business Combination, Contingent Consideration Liability, Rolling Maturity [Abstract] | |
Acquisition-related contingent consideration liability, 2018 | 1,304 |
Acquisition-related contingent consideration liability, 2019 | 1,385 |
Acquisition-related contingent consideration liability, 2020 | 0 |
Acquisition-related contingent consideration liability, 2021 | 0 |
Acquisition-related contingent consideration liability, 2022 | 0 |
Acquisition-related contingent consideration liability, Thereafter | 0 |
Business combination, contingent consideration, liability | 2,689 |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
Total contractual commitments, 2018 | 24,940 |
Total contractual commitments, 2019 | 25,135 |
Total contractual commitments, 2020 | 25,123 |
Total contractual commitments, 2021 | 22,965 |
Total contractual commitments, 2022 | 20,798 |
Total contractual commitments, Thereafter | 358,162 |
Total contractual commitments | $ 477,123 |
Commitments and Contingencies78
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Long-term Purchase Commitment, Amount | $ 10,100 | ||
Long-term Purchase Commitment, Period | 4 years | ||
Rent expense | $ 2,972 | $ 3,793 | $ 1,237 |
Less: sublease rent income | (594) | (342) | 0 |
Net rent expense | 2,378 | $ 3,451 | $ 1,237 |
Cash as collateral for property lease-related banking arrangements under standby letter of credit | $ 700 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2017shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock authorized for issuance under the ESPP | 11,333,964 |
Common stock available for issuance for issuance under the ESPP | 5,160,506 |
1996 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Awards vesting rights under 1996 Plan | The Company granted options and RSUs during 2015, 2014, and 2013 under its Restated 1996 Flexible Stock Incentive Plan. The Company also began granting options and RSUs during 2015 under the Blucora, Inc. 2015 Incentive Plan. Options and RSUs generally vest over a period of three years, with one-third vesting one year from the date of grant and the remainder vesting ratably thereafter on a semi-annual basis, and expire seven years from the date of grant. There are a few exceptions to this vesting schedule, which provide for vesting at different rates or based on achievement of performance or market targets. |
Percentage of awards vested within one year from grant date | 33.30% |
1998 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Employees contribution percentage | 15.00% |
Upper limit of common stock purchase under the ESPP | 85.00% |
Common stock authorized for issuance under the ESPP | 1,000,000 |
Common stock available for issuance for issuance under the ESPP | 900,000 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | |||
Shares repurchased under stock repurchase program | 0 | 0 | 551 |
Stock repurchase, average price per share | $ 0 | $ 0 | $ 14.01 |
Stock repurchased value exclusive of purchase and administrative costs | $ 0 | $ 0 | $ 7,713 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Components of Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Unrealized gain (loss) on investments, Beginning balance | $ (1) | $ (10) | $ (1,113) | |
Unrealized gain (loss) on investments, Other comprehensive income (loss) | 1 | 9 | 1,103 | |
Unrealized gain (loss) on investments, Ending balance | 0 | (1) | (10) | |
Foreign currency translation adjustment, Beginning balance | (380) | (517) | 0 | |
Foreign currency translation adjustment, Other comprehensive income (loss) | 376 | 137 | (517) | |
Foreign currency translation adjustment, Ending balance | (4) | (380) | (517) | |
Other comprehensive income (loss) | 377 | 146 | 586 | |
Accumulated other comprehensive income | $ (4) | $ (381) | $ (527) | $ (1,113) |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options, RSUs and MSUs (Detail) | Dec. 31, 2017shares |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of shares authorized for awards | 11,333,964 |
Options and RSUs outstanding | 4,720,099 |
Options and RSUs expected to vest | 4,347,251 |
Options and RSUs available for grant | 5,160,506 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Incentive Plans Activity (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Stock options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Options, Outstanding, Beginning balance | shares | 8,635,815 |
Options, Granted | shares | 1,474,266 |
Options, Forfeited | shares | (1,233,344) |
Options, Expired | shares | (197,957) |
Options, Exercised | shares | (4,872,858) |
Options, Outstanding, Ending balance | shares | 3,805,922 |
Options, Exercisable, period end | shares | 1,225,062 |
Options, vested and expected to vest after period end | shares | 3,538,301 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted average exercise price, Beginning balance | $ / shares | $ 11.21 |
Weighted average exercise price, Granted | $ / shares | 16.87 |
Weighted average exercise price, Forfeited | $ / shares | 9.94 |
Weighted average exercise price, Expired | $ / shares | 19.71 |
Weighted average exercise price, Exercised | $ / shares | 11.41 |
Weighted average exercise price, Ending balance | $ / shares | 13.13 |
Weighted average exercise price, Exercisable, period end | $ / shares | 13.37 |
Weighted average exercise price, Expected to vest after period end | $ / shares | $ 13.17 |
Intrinsic value, Outstanding | $ | $ 35,855 |
Intrinsic value, Exercisable, period end | $ | 12,389 |
Intrinsic value, Expected to vest after period end | $ | $ 33,301 |
Weighted average remaining contractual term (in years), Outstanding | 5 years 2 months 12 days |
Weighted average remaining contractual term (in years), Exercisable, period end | 4 years 1 month 6 days |
Weighted average remaining contractual term (in years), Expected to vest after period end | 5 years 2 months 12 days |
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 | 1,473,797 |
Stock units, Granted | shares | 373,529 |
Stock units, Forfeited | shares | (169,202) |
Stock units, Vested | shares | (763,947) |
Stock units, Outstanding, Ending balance | shares | 914,177 |
Stock units, Expected to vest after period end | shares | 808,950 |
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 | $ 8.45 |
Weighted average grant date fair value, Granted | $ / shares | 18.39 |
Weighted average grant date fair value, Forfeited | $ / shares | 10.34 |
Weighted average grant date fair value, Vested | $ / shares | 8.43 |
Weighted average grant date fair value, Outstanding, Ending balance | $ / shares | 12.10 |
Weighted average grant date fair value, Expected to vest after period end | $ / shares | $ 12 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] | |
Intrinsic value, Outstanding | $ | $ 20,205 |
Intrinsic value, Expected to vest after period end | $ | $ 17,878 |
Weighted average remaining contractual term (in years), Outstanding | 9 months 18 days |
Weighted average remaining contractual term (in years), Expected to vest after period end | 9 months 18 days |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Supplemental Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
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 | $ 6.25 | $ 2.46 | $ 3.65 |
Total intrinsic value of options exercised or units vested | $ 44,405 | $ 437 | $ 1,072 |
Total fair value of options or units vested | $ 5,566 | $ 7,064 | $ 4,416 |
Restricted stock units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value per share or unit granted | $ 18.39 | $ 7.82 | $ 13.67 |
Total intrinsic value of options exercised or units vested | $ 14,642 | $ 5,755 | $ 5,437 |
Total fair value of options or units vested | $ 6,469 | $ 8,981 | $ 6,742 |
Stock-Based Compensation - St85
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 12,801 | $ 15,235 | $ 13,096 |
Excluded and capitalized as part of internal-use software | 0 | 0 | 135 |
Continuing Operations [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 12,801 | 13,764 | 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 | 774 | 166 | 96 |
Continuing Operations [Member] | Engineering and technology [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 984 | 1,640 | 484 |
Continuing Operations [Member] | Sales and marketing [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 2,376 | 2,548 | 771 |
Continuing Operations [Member] | General and administrative [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 7,519 | 9,774 | 7,343 |
Continuing Operations [Member] | Restructuring charges [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 1,148 | (364) | 0 |
Discontinued Operations [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 0 | $ 1,471 | $ 4,402 |
Stock-Based Compensation - St86
Stock-Based Compensation - Stock Option Grants and Warrant (Detail) - Stock Option [Member] | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected life | 3 years 9 months 18 days | 3 years 4 months 24 days | 3 years |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.20% | 0.83% | 0.21% |
Expected volatility | 39.00% | 35.00% | 34.00% |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.94% | 1.59% | 1.33% |
Expected volatility | 45.00% | 45.00% | 40.00% |
Stock-Based Compensation - Unre
Stock-Based Compensation - Unrecognized Stock-Based Compensation Expense (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized stock-based compensation expense | $ 9,585 |
Weighted average period to unrecognized stock based compensation expense | 1 year 7 months 6 days |
Stock options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized stock-based compensation expense | $ 5,569 |
Weighted average period to unrecognized stock based compensation expense | 1 year 10 months 24 days |
Restricted stock units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized stock-based compensation expense | $ 4,016 |
Weighted average period to unrecognized stock based compensation expense | 1 year 2 months 12 days |
Segment Information - Informati
Segment Information - Information on Reportable Segments for Reconciliation to Consolidated Net Income (Detail) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Segment Reporting Information [Line Items] | ||||
Number of segments | Segment | 2 | |||
Revenues | ||||
Revenues | $ 509,557 | $ 455,911 | $ 117,708 | |
Operating income (loss): | ||||
Operating income | 48,037 | 37,117 | (4,807) | |
Other loss, net | (44,551) | (39,781) | (12,542) | |
Income tax benefit | 25,890 | 1,285 | 4,623 | |
Discontinued operations, net of income taxes | 0 | (63,121) | (27,348) | |
Net income (loss) | 29,376 | (64,500) | (40,074) | |
Corporate-level activity [Member] | ||||
Operating income (loss): | ||||
Operating income | (75,800) | (76,076) | (61,791) | |
HD Vest [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Date of acquisition | Dec. 31, 2015 | |||
Wealth Management [Member] | ||||
Revenues | ||||
Revenues | 348,620 | 316,546 | 0 | |
Wealth Management [Member] | Operating segments [Member] | ||||
Revenues | ||||
Revenues | 348,620 | 316,546 | 0 | |
Operating income (loss): | ||||
Operating income | 50,916 | 46,296 | 0 | |
Tax Preparation [Member] | ||||
Revenues | ||||
Revenues | 160,937 | 139,365 | 117,708 | |
Tax Preparation [Member] | Operating segments [Member] | ||||
Revenues | ||||
Revenues | 160,937 | 139,365 | 117,708 | |
Operating income (loss): | ||||
Operating income | $ 72,921 | $ 66,897 | $ 56,984 |
Segment Information- Revenue by
Segment Information- Revenue by Major Service (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 509,557 | $ 455,911 | $ 117,708 |
Wealth Management [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 348,620 | 316,546 | 0 |
Wealth Management [Member] | Commission [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 160,241 | 150,125 | 0 |
Wealth Management [Member] | Advisory [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 145,694 | 129,417 | 0 |
Wealth Management [Member] | Asset-based [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 26,297 | 22,653 | 0 |
Wealth Management [Member] | Transaction and Fee [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 16,388 | 14,351 | 0 |
Tax Preparation [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 160,937 | 139,365 | 117,708 |
Tax Preparation [Member] | Consumer [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 147,084 | 126,289 | 105,367 |
Tax Preparation [Member] | Professional [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 13,853 | $ 13,076 | $ 12,341 |
Other Loss, Net - Schedule of O
Other Loss, Net - Schedule of Other Loss Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | ||||
Interest income | $ (110) | $ (81) | $ (609) | |
Interest expense | 21,211 | 32,424 | 9,044 | |
Amortization of debt issuance costs | 1,089 | 1,840 | 1,133 | |
Accretion of debt discounts | 1,947 | 4,690 | 3,866 | |
Loss on debt extinguishment and modification expense | $ 16,308 | 20,445 | 1,036 | 398 |
Gain on third party bankruptcy settlement | (116) | (172) | (1,128) | |
Other | 85 | 44 | (162) | |
Other loss, net | $ 44,551 | $ 39,781 | $ 12,542 |
Other Loss, Net - Additional In
Other Loss, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Extinguishment of Debt [Line Items] | ||||
Accelerated accretion of debt discount and amortization of debt issuance costs on credit facilities (related to prepayments) | $ 2,990 | $ 6,716 | $ 0 | |
Accretion of debt discount (Non-cash) | 1,947 | 4,690 | 3,866 | |
Amortization of debt issuance costs (Non-cash) | 1,089 | 1,840 | 1,133 | |
Total loss on debt extinguishment | $ 16,308 | 20,445 | 1,036 | 398 |
Senior Convertible Notes [Member] | ||||
Extinguishment of Debt [Line Items] | ||||
Write off of deferred debt issuance cost | 6,715 | 0 | 0 | |
Gain on the Notes repurchased | 0 | (7,724) | 0 | |
Accretion of debt discount (Non-cash) | 0 | 1,628 | 0 | |
Amortization of debt issuance costs (Non-cash) | 1,147 | 416 | 398 | |
TaxACT - HD Vest 2015 credit facility [Member] | ||||
Extinguishment of Debt [Line Items] | ||||
Write off of deferred debt issuance cost | $ 9,593 | $ 0 | $ 0 |
401 (K) Plan (Details)
401 (K) Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 1.6 | $ 1.4 | $ 0.6 |
Minimum [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 1.00% | ||
Maximum [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 4.00% |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) from Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
U.S. federal | $ 123 | $ 14,695 | $ 7,470 |
State | 962 | 2,048 | 514 |
Foreign | 122 | 27 | 0 |
Total current expense | 1,207 | 16,770 | 7,984 |
Deferred: | |||
U.S. federal | (26,012) | (16,608) | (12,004) |
State | (1,022) | (1,421) | (538) |
Foreign | (63) | (26) | (65) |
Total deferred benefit | (27,097) | (18,055) | (12,607) |
Income tax benefit | $ (25,890) | $ (1,285) | $ (4,623) |
Income Taxes - Income Tax Exp94
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Income tax expense (benefit) at the statutory federal income tax rate | $ 1,220 | $ (930) | $ (6,072) |
State income taxes, net of federal benefit | 582 | 454 | (15) |
Deductible domestic manufacturing costs | 0 | (1,225) | (787) |
Non-deductible compensation | 283 | 249 | 27 |
Non-deductible acquisition-related transaction costs | 0 | 37 | 2,524 |
Tax Legislation impact | (21,430) | 0 | 0 |
Excess tax benefit due to stock-based compensation | (11,558) | 0 | 0 |
Change in liabilities for uncertain tax positions | (321) | (86) | 0 |
Change in valuation allowance on unrealized capital losses | 4,974 | 15 | (223) |
Other | 360 | 201 | (77) |
Income tax benefit | $ (25,890) | $ (1,285) | $ (4,623) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 111,416 | $ 176,722 | |
Accrued compensation | 4,586 | 12,069 | |
Deferred revenue | 1,638 | 3,740 | |
Tax credit carryforwards | 0 | 10,925 | |
Stock-based compensation | 3,592 | 9,689 | |
Capital loss | 22,579 | 37,680 | |
Other, net | 3,466 | 5,798 | |
Total gross deferred tax assets | 147,277 | 256,623 | |
Valuation allowance | (109,242) | (226,813) | $ (217,452) |
Deferred tax assets, net of valuation allowance | 38,035 | 29,810 | |
Deferred tax liabilities: | |||
Depreciation and amortization | (81,182) | (138,034) | |
Discount on Notes | 0 | (2,385) | |
Other, net | (286) | (517) | |
Total gross deferred tax liabilities | (81,468) | (140,936) | |
Net deferred tax liabilities | $ (43,433) | $ (111,126) |
Income Taxes - Changes in Valua
Income Taxes - Changes in Valuation Allowance for Deferred Tax Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred Tax Assets Valuation Allowance [Roll Forward] | ||
Balance at beginning of year | $ 226,813 | $ 217,452 |
Increase (decrease) in valuation allowance - capital items | (15,980) | 14,926 |
Decrease in valuation allowance - utilization of equity-based deferred tax assets | (101,830) | (5,684) |
Increase in valuation allowance - other | 239 | 119 |
Balance at end of year | $ 109,242 | $ 226,813 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 01, 2017 | |
Valuation Allowance [Line Items] | ||||
Statutory federal income tax rate | 35.00% | 35.00% | 35.00% | |
Tax Legislation impact | $ (21,430,000) | $ 0 | $ 0 | |
Increase (decrease) in valuation allowance - capital items | (15,980,000) | 14,926,000 | ||
Tax credit carryforward, valuation allowance | 400,000 | |||
Federal net operating loss carryforwards for income tax purposes | 520,300,000 | |||
State net operating loss carryforwards for income tax purposes | 32,700,000 | |||
Unrecognized tax benefits impacting effective tax rate | 4,200,000 | 4,500,000 | ||
Deferred tax asset subject to valuation allowance | 18,382,000 | 18,400,000 | ||
Significant adjustments | 0 | |||
Reversal of uncertain tax position (less than) | 200,000 | 200,000 | $ 200,000 | |
Interest and penalties accrued | $ 1,100,000 | 1,000,000 | ||
Equity-based deferred tax assets [Member] | ||||
Valuation Allowance [Line Items] | ||||
Deferred tax assets, valuation allowance, decrease | $ (5,700,000) | |||
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 | 2,037 | |||
Tax Year 2017 [Member] | ||||
Valuation Allowance [Line Items] | ||||
Operating loss carryforwards | $ 5,600,000 | |||
Accounting Standards Update 2016-09 [Member] | ||||
Valuation Allowance [Line Items] | ||||
Deferred income tax liabilities,net | $ 50,200,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefit Balances (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, Beginning Balance | $ 22,919 | $ 21,741 | $ 18,403 |
Gross increases for tax positions of prior years | 93 | 331 | 2,708 |
Gross decreases for tax positions of prior years | (31) | (93) | (9) |
Gross increases for tax positions of current year | 0 | 997 | 751 |
Settlements | (66) | (57) | (112) |
Lapse of statute of limitations | (290) | 0 | 0 |
Unrecognized tax benefits, Ending Balance | $ 22,625 | $ 22,919 | $ 21,741 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of Dilutive Effect for Awards with Exercise Price Less Than Average Stock Price (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||
Net income (loss) from continuing operations | $ 29,376 | $ (1,379) | $ (12,726) |
Net income attributable to noncontrolling interests | (2,337) | (658) | 0 |
Income (loss) from continuing operations attributable to Blucora, Inc. | 27,039 | (2,037) | (12,726) |
Income (loss) from discontinued operations attributable to Blucora, Inc. | 0 | (63,121) | (27,348) |
Net income (loss) attributable to Blucora, Inc. | $ 27,039 | $ (65,158) | $ (40,074) |
Weighted average common shares outstanding, basic | 44,370 | 41,494 | 40,959 |
Dilutive potential common shares | 2,841 | 0 | 0 |
Weighted average common shares outstanding, diluted | 47,211 | 41,494 | 40,959 |
Earnings Per Share, Basic [Abstract] | |||
Continuing operations (in USD per share) | $ 0.61 | $ (0.05) | $ (0.31) |
Discontinued operations (in USD per share) | 0 | (1.52) | (0.67) |
Basic net income (loss) per share (in USD per share) | 0.61 | (1.57) | (0.98) |
Earnings Per Share, Diluted [Abstract] | |||
Continuing operations (in USD per share) | 0.57 | (0.05) | (0.31) |
Discontinued operations (in USD per share) | 0 | (1.52) | (0.67) |
Diluted net income (loss) per share (in USD per share) | $ 0.57 | $ (1.57) | $ (0.98) |
Shares excluded | 1,058 | 9,774 | 5,975 |