Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 25, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | BLUCORA, INC. | |
Entity Central Index Key | 1,068,875 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Trading Symbol | BCOR | |
Entity Common Stock, Shares Outstanding | 47,643,903 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 89,840 | $ 59,965 |
Cash segregated under federal or other regulations | 1,117 | 1,371 |
Accounts receivable, net of allowance | 6,595 | 10,694 |
Commissions receivable | 16,820 | 16,822 |
Other receivables | 38 | 3,180 |
Prepaid expenses and other current assets, net | 6,754 | 7,365 |
Total current assets | 121,164 | 99,397 |
Long-term assets: | ||
Property and equipment, net | 9,308 | 9,831 |
Goodwill, net | 548,838 | 549,037 |
Other intangible assets, net | 310,983 | 328,205 |
Other long-term assets | 15,806 | 15,201 |
Total long-term assets | 884,935 | 902,274 |
Total assets | 1,006,099 | 1,001,671 |
Current liabilities: | ||
Accounts payable | 4,472 | 4,413 |
Commissions and advisory fees payable | 17,158 | 17,813 |
Accrued expenses and other current liabilities | 16,181 | 19,577 |
Deferred revenue | 2,661 | 9,953 |
Total current liabilities | 40,472 | 51,756 |
Long-term liabilities: | ||
Long-term debt, net | 260,029 | 338,081 |
Deferred tax liability, net | 42,652 | 43,433 |
Deferred revenue | 501 | 804 |
Other long-term liabilities | 6,871 | 8,177 |
Total long-term liabilities | 310,053 | 390,495 |
Total liabilities | 350,525 | 442,251 |
Redeemable noncontrolling interests | 18,460 | 18,033 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Common stock, par $0.0001—authorized shares, 900,000; issued and outstanding shares, 47,493 and 46,366 | 5 | 5 |
Additional paid-in capital | 1,569,412 | 1,555,560 |
Accumulated deficit | (932,050) | (1,014,174) |
Accumulated other comprehensive loss | (253) | (4) |
Total stockholders’ equity | 637,114 | 541,387 |
Total liabilities and stockholders’ equity | $ 1,006,099 | $ 1,001,671 |
Unaudited Condensed Consolidat3
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 47,493,000 | 46,366,000 |
Common stock, shares outstanding | 47,493,000 | 46,366,000 |
Unaudited Condensed Consolidat4
Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue: | ||||
Wealth management services revenue | $ 92,015 | $ 85,296 | $ 184,097 | $ 167,963 |
Tax preparation sales revenue | 65,833 | 53,866 | 179,716 | 153,574 |
Total revenue | 157,848 | 139,162 | 363,813 | 321,537 |
Operating expenses: | ||||
Wealth management cost of revenue | 62,452 | 56,963 | 125,519 | 112,837 |
Tax preparation services cost of revenue | 2,459 | 2,411 | 6,812 | 6,229 |
Amortization of acquired technology | 49 | 47 | 99 | 95 |
Total cost of revenue | 64,960 | 59,421 | 132,430 | 119,161 |
Engineering and technology | 4,848 | 4,242 | 9,979 | 8,990 |
Sales and marketing | 23,791 | 22,296 | 79,044 | 71,294 |
General and administrative | 15,625 | 13,715 | 30,491 | 27,198 |
Depreciation | 993 | 873 | 2,908 | 1,813 |
Amortization of other acquired intangible assets | 8,806 | 8,289 | 17,113 | 16,577 |
Restructuring | 2 | 331 | 291 | 2,620 |
Total operating expenses | 119,025 | 109,167 | 272,256 | 247,653 |
Operating income | 38,823 | 29,995 | 91,557 | 73,884 |
Other loss, net | (2,759) | (24,200) | (7,987) | (33,908) |
Income before income taxes | 36,064 | 5,795 | 83,570 | 39,976 |
Income tax expense | (907) | (2,315) | (2,870) | (5,786) |
Net income | 35,157 | 3,480 | 80,700 | 34,190 |
Net income attributable to noncontrolling interests | (222) | (176) | (427) | (302) |
Net income attributable to Blucora, Inc. | $ 34,935 | $ 3,304 | $ 80,273 | $ 33,888 |
Net income per share attributable to Blucora, Inc.: | ||||
Basic (in USD per share) | $ 0.74 | $ 0.08 | $ 1.71 | $ 0.79 |
Diluted (in USD per share) | $ 0.71 | $ 0.07 | $ 1.64 | $ 0.73 |
Weighted average shares outstanding: | ||||
Basic, Shares | 47,221 | 43,644 | 46,931 | 42,895 |
Diluted, Shares | 49,434 | 46,937 | 49,049 | 46,182 |
Other comprehensive income (loss): | ||||
Net income | $ 35,157 | $ 3,480 | $ 80,700 | $ 34,190 |
Unrealized gain on available-for-sale investments, net of tax | 0 | 0 | 0 | 1 |
Foreign currency translation adjustment | (112) | 147 | (249) | 190 |
Other comprehensive income (loss) | (112) | 147 | (249) | 191 |
Comprehensive income | 35,045 | 3,627 | 80,451 | 34,381 |
Comprehensive income attributable to noncontrolling interests | (222) | (176) | (427) | (302) |
Comprehensive income attributable to Blucora, Inc. | $ 34,823 | $ 3,451 | $ 80,024 | $ 34,079 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating Activities: | ||
Net income | $ 80,700 | $ 34,190 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Stock-based compensation | 6,991 | 5,302 |
Depreciation and amortization of acquired intangible assets | 20,338 | 18,865 |
Restructuring (non-cash) | 0 | 1,402 |
Deferred income taxes | (781) | (681) |
Amortization of premium on investments, net, and debt issuance costs | 487 | 724 |
Accretion of debt discounts | 87 | 1,840 |
Loss on debt extinguishment | 1,533 | 19,581 |
Cash provided (used) by changes in operating assets and liabilities: | ||
Accounts receivable | 4,096 | 2,956 |
Commissions receivable | 2 | 581 |
Other receivables | 3,142 | 2,544 |
Prepaid expenses and other current assets | 461 | (545) |
Other long-term assets | (764) | 341 |
Accounts payable | 59 | (795) |
Commissions and advisory fees payable | (655) | (444) |
Deferred revenue | (5,746) | (8,493) |
Accrued expenses and other current and long-term liabilities | (3,393) | 3,768 |
Net cash provided by operating activities | 106,557 | 81,136 |
Investing Activities: | ||
Purchases of property and equipment | (2,602) | (1,911) |
Proceeds from sales of investments | 0 | 249 |
Proceeds from maturities of investments | 0 | 7,252 |
Purchases of investments | 0 | (409) |
Net cash provided (used) by investing activities | (2,602) | 5,181 |
Financing Activities: | ||
Proceeds from credit facilities | 0 | 367,212 |
Repayments of Convertible Debt | 0 | (172,827) |
Payments on credit facilities | (80,000) | (275,000) |
Proceeds from stock option exercises | 10,386 | 23,996 |
Proceeds from issuance of stock through employee stock purchase plan | 704 | 662 |
Tax payments from shares withheld for equity awards | (4,229) | (5,267) |
Payment for Contingent Consideration Liability, Financing Activities | (1,315) | (946) |
Net cash used by financing activities | (74,454) | (62,170) |
Net cash provided by continuing operations | 29,501 | 24,147 |
Net cash provided by investing activities from discontinued operations | 0 | 1,028 |
Net cash provided by discontinued operations | 0 | 1,028 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (30) | 43 |
Net increase in cash, cash equivalents, and restricted cash | 29,471 | 25,218 |
Cash, cash equivalents, and restricted cash, beginning of period | 62,311 | 54,868 |
Cash, cash equivalents, and restricted cash, end of period | 91,782 | 80,086 |
Non-cash investing and financing activities from continuing operations: | ||
Cash paid for income taxes | 767 | 719 |
Cash paid for interest | $ 7,991 | $ 9,478 |
Description of the Business
Description of the Business | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business 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" ). Segments: T he Company has two reportable segments: the Wealth Management segment, which consists of the HD Vest business, and the Tax Preparation segment, which consists of the TaxAct business. |
Description of the Business- Ad
Description of the Business- Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2018segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 2 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Interim financial information: The accompanying consolidated financial statements have been prepared by the Company under the rules and regulations of the Securities and Exchange Commission (the "SEC" ) for interim financial reporting. These consolidated financial statements are unaudited and, in management’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the consolidated financial position, results of operations, and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ( "GAAP" ) have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Part II Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Interim results are not necessarily indicative of results for a full year. Cash, cash equivalents, and restricted cash: The following table presents cash, cash equivalents, and restricted cash as reported on the consolidated balance sheets that equal the total amounts on the consolidated statements of cash flows (in thousands): June 30, December 31, 2018 2017 2017 Cash and cash equivalents $ 89,840 $ 78,312 $ 59,965 Cash segregated under federal or other regulations 1,117 799 1,371 Restricted cash included in "Prepaid expenses and other current assets, net" 275 425 425 Restricted cash included in "Other long-term assets" 550 550 550 Total cash, cash equivalents, and restricted cash $ 91,782 $ 80,086 $ 62,311 Cash segregated under federal and other regulations is held in a separate bank account for the exclusive benefit of the Company’s Wealth Management customers. Restricted cash included in prepaid expenses and other current assets, net and other long-term assets represents amounts pledged as collateral for certain of the Company's banking and lease arrangements. Fair value of financial instruments : The Company measures its cash equivalents 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. Cash equivalents are classified within Level 2 (see "Note 5: 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 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" ). The Company's contingent consideration liability is classified within Level 3 (see "Note 5: Fair Value Measurements") of the fair value hierarchy because the Company values it utilizing significant inputs not observable in the market. Specifically, the Company has determined the fair value of the contingent consideration liability based on a probability-weighted discounted cash flow analysis, which includes assumptions related to estimating revenues, the probability of payment, and the discount rate. The 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. The Company accounts for contingent consideration in accordance with applicable accounting guidance pertaining to business combinations. 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. Property and equipment, net: In the first quarter of 2018, the Company determined that certain of its internally-developed software fixed assets would not be used as long as previously estimated and recognized $1.1 million of depreciation expense after shortening the estimated useful lives of those assets. 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 evaluating, or has adopted, ASUs that impact the following areas: Revenue recognition (ASC 606) - In May 2014, the FASB issued guidance codified in ASC 606, "Revenue from Contracts with Customers" ( "ASC 606" ), 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 by using a five-step process. 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 adopted the requirements of the new standard on January 1, 2018, utilizing the modified retrospective transition method. Upon adoption, the Company recognized a $1.8 million cumulative effect as an adjustment to the opening balance of retained earnings and deferred revenues on the consolidated balance sheets. As a result of the ASC 606 adoption, the Company now recognizes certain licensing fees on a net basis, which reduced both transaction and fee revenues and operating expenses by $0.4 million and $0.9 million, respectively, for the three and six months ended June 30, 2018, on the consolidated statements of comprehensive income. Had the Company not adopted ASC 606, total revenues for the three and six months ended June 30, 2018 would have been $0.8 million and $2.0 million, respectively, higher than reported on the consolidated statements of comprehensive income. Pursuant to the modified retrospective transition method, prior periods were not retrospectively adjusted, and the Company does not disclose the value of unsatisfied performance obligations for contracts with original expected durations of one year or less. Leases (ASU 2016-02) - 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 that it will adopt this ASU on January 1, 2019. Measurement of Credit Losses (ASU 2016-13) - In June 2016, the FASB issued an ASU that requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires 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 the 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. Share-Based Payments (ASU 2018-07) - In June 2018, the FASB issued an ASU that requires companies to account for share-based payments granted to nonemployees similarly to share-based payments granted to employees. This ASU is effective for fiscal years beginning after December 15, 2018, including the 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. |
Segment Information and Revenue
Segment Information and Revenues | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Segment Information and Revenues | Segment Information and Revenues The Company has two reportable segments: the Wealth Management segment and the Tax Preparation segment. 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. Information on reportable segments currently presented to the Company’s chief operating decision maker and a reconciliation to consolidated net income are presented below (in thousands): Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Revenue: Wealth Management $ 92,015 $ 85,296 $ 184,097 $ 167,963 Tax Preparation 65,833 53,866 179,716 153,574 Total revenue 157,848 139,162 363,813 321,537 Operating income: Wealth Management 12,954 12,406 26,029 24,259 Tax Preparation 44,121 36,515 102,927 89,648 Corporate-level activity (18,252) (18,926) (37,399) (40,023) Total operating income 38,823 29,995 91,557 73,884 Other loss, net (2,759) (24,200) (7,987) (33,908) Income tax expense (907) (2,315) (2,870) (5,786) Net income $ 35,157 $ 3,480 $ 80,700 $ 34,190 Revenues by major category within each segment are presented below (in thousands): Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Wealth Management: Commission $ 40,384 $ 38,154 $ 83,254 $ 77,749 Advisory 40,058 35,914 79,359 69,490 Asset-based 7,306 6,784 14,478 12,750 Transaction and fee 4,267 4,444 7,006 7,974 Total Wealth Management revenue $ 92,015 $ 85,296 $ 184,097 $ 167,963 Tax Preparation: Consumer $ 63,137 $ 51,848 $ 165,049 $ 140,090 Professional 2,696 2,018 14,667 13,484 Total Tax Preparation revenue $ 65,833 $ 53,866 $ 179,716 $ 153,574 See "Note 2: Summary of Significant Accounting Policies" for a discussion of the new revenue recognition standard, ASC 606, adopted by the Company on January 1, 2018. Wealth Management revenue recognition : Wealth Management revenue consists primarily of commission revenue, advisory revenue, asset-based revenue, and transaction and fee revenue. The Company’s Wealth Management revenues are earned from customers primarily located in the United States. Wealth management revenue details are as follows: Commission revenue - Commission revenue represents amounts generated by the Company's clients' purchases and sales of securities and various investment products. The Company serves as the registered broker/dealer or insurance agent for those trades. The Company generates two types of commission revenues: transaction-based sales commissions that occur on the trade date, which is when the Company's performance obligations have been substantially completed and trailing commissions which are paid to the Company (typically in arrears on a quarterly basis) based on the clients' account balance, rather than a per-transaction fee. Advisory revenue - Advisory revenue includes fees charged to clients in advisory accounts where the Company is the Registered Investment Adviser. These fees are based on the value of assets within these advisory accounts. Advisory revenues are deferred and recognized ratably over the period (typically quarterly) in which the performance obligations, which are defined in ASC 606 as promises to transfer goods or services, have been completed. Asset-based revenue - Asset-based revenue primarily includes fees from financial product manufacturer sponsorship programs, cash sweep programs and other asset-based revenues, primarily including margin revenues, and are recognized ratably over the period in which services are provided. Transaction and fee revenue - Transaction and fee revenue primarily includes support fees charged to advisers, which are recognized over time as advisory services are provided, fees charged for executing certain transactions in client accounts, which are recognized on a trade-date basis, and other fees related to services provided and other account charges as generally outlined in agreements with financial advisers, clients, and financial institutions, which are recognized as services are performed or as earned, as applicable. Details of Wealth Management revenues are: Wealth Management Segment Revenues Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Recognized Upon Transaction Recognized Over Time Total Recognized Upon Transaction Recognized Over Time Total Commission revenue $ 15,919 $ 24,465 $ 40,384 $ 34,264 $ 48,990 $ 83,254 Advisory revenue — 40,058 40,058 — 79,359 79,359 Asset-based revenue — 7,306 7,306 — 14,478 14,478 Transaction and fee revenue 1,036 3,231 4,267 1,997 5,009 7,006 Total $ 16,955 $ 75,060 $ 92,015 $ 36,261 $ 147,836 $ 184,097 Tax Preparation revenue recognition : The Company derives revenue from the sale of Tax Preparation online services, ancillary services, packaged tax preparation software, and arrangements that may include a combination of these items. Ancillary services include Tax Preparation support services, e-filing services, bank or reloadable pre-paid debit card services, and other value-added services, including enhanced tax and Wealth Management services through HD Vest. The Company’s Tax Preparation revenues are earned from customers primarily located in the United States. Tax Preparation revenue details are as follows: Consumer revenue - Consumer revenue includes revenue associated with the Company’s online software products, downloadable or shipped desktop software products, add-on services such as refund payment transfer services, bank or reloadable pre-paid debit card services and audit defense services. Online revenues include revenues associated with the Company’s online software products sold to customers and businesses primarily for the preparation of individual or business tax returns, and are generally recognized when customers and businesses complete and file returns. Desktop revenues primarily include revenues from all downloadable or shipped software products and are generally recognized when customers download the software or when the software ships. Add-on services are revenues related to services such as refund payment transfer services, bank or reloadable pre-paid debit card services and audit defense services, and are generally recognized as customers complete and file returns. Professional revenue - Professional revenues include revenues associated with the Company’s desktop software products sold to tax return preparers who utilize the Company’s offerings to service end customers and are generally recognized when customers download the software or when the software ships. Professional customers have the option to elect an unlimited e-filing package or a pay-per-return package. As the unlimited e-filing package can be re-used, those revenues are recognized over an estimated filing timeline. Revenues from the pay-per-return package are recognized when customers complete and file returns. Details of Tax Preparation revenues are: Tax Preparation Segment Revenues Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Recognized Upon Transaction Recognized Over Time Total Recognized Upon Transaction Recognized Over Time Total Consumer $ 63,137 $ — $ 63,137 $ 165,049 $ — $ 165,049 Professional 1,919 777 2,696 12,315 2,352 14,667 Total $ 65,056 $ 777 $ 65,833 $ 177,364 $ 2,352 $ 179,716 |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring The following table summarizes the activity in the restructuring liability (in thousands), resulting from the relocation of the Company's corporate headquarters to Irving, Texas: Employee-Related Termination Costs Contract Termination Costs Total Balance as of December 31, 2017 $ 1,202 $ 681 $ 1,883 Restructuring charges 291 — 291 Payments (1,202) (140) (1,342) Balance as of June 30, 2018 $ 291 $ 541 $ 832 Employee-related termination costs primarily include severance benefits, under both ongoing and one-time benefit arrangements that were paid at termination dates throughout 2018. Contract termination costs were incurred in connection with the Company's previous headquarters' operating lease. Additional information on the Company's restructuring can be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 assets and liabilities carried at fair value and measured on a recurring basis was as follows (in thousands): Fair value measurements at the reporting date using June 30, 2018 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 $ 22,945 $ — $ 22,945 $ — Total assets at fair value $ 22,945 $ — $ 22,945 $ — Acquisition-related contingent consideration liability $ 1,323 $ — $ — $ 1,323 Total liabilities at fair value $ 1,323 $ — $ — $ 1,323 Fair value measurements at the reporting date using December 31, 2017 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 A reconciliation of Level 3 items measured at fair value on a recurring basis is as follows (in thousands): Acquisition-related contingent consideration liability: Balance as of December 31, 2017 $ 2,689 Payment (1,315) Foreign currency transaction gain (51) Balance as of June 30, 2018 $ 1,323 The contingent consideration liability is related to the Company's 2015 acquisition of SimpleTax, and the related payments that began in 2017 and are expected to continue annually through 2019. As of June 30, 2018, the Company could be required to pay up to an additional undiscounted aggregate amount of $1.3 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 SimpleTax revenues, the probability of payment (100%), and the discount rate (9%). A decrease in estimated SimpleTax revenues or an increase in the discount rate would decrease the fair value of the contingent consideration liability. As of June 30, 2018, $1.3 million of the contingent consideration liability was included in "Accrued expenses and other current liabilities" on the consolidated balance sheets. |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value and Measured on Recurring Basis (Detail) - Fair value measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Cash equivalents: | ||
Total assets at fair value | $ 22,945 | $ 10,857 |
LIABILITIES | ||
Acquisition-related contingent consideration liability | 1,323 | 2,689 |
Total liabilities at fair value | 1,323 | 2,689 |
Money market and other funds | ||
Cash equivalents: | ||
Total cash equivalents | 22,945 | 10,857 |
Quoted prices in active markets using identical assets (Level 1) | ||
Cash equivalents: | ||
Total assets at fair value | 0 | 0 |
LIABILITIES | ||
Acquisition-related contingent consideration liability | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Quoted prices in active markets using identical assets (Level 1) | Money market and other funds | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Significant other observable inputs (Level 2) | ||
Cash equivalents: | ||
Total assets at fair value | 22,945 | 10,857 |
LIABILITIES | ||
Acquisition-related contingent consideration liability | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Significant other observable inputs (Level 2) | Money market and other funds | ||
Cash equivalents: | ||
Total cash equivalents | 22,945 | 10,857 |
Significant unobservable inputs (Level 3) | ||
Cash equivalents: | ||
Total assets at fair value | 0 | 0 |
LIABILITIES | ||
Acquisition-related contingent consideration liability | 1,323 | 2,689 |
Total liabilities at fair value | 1,323 | 2,689 |
Significant unobservable inputs (Level 3) | Money market and other funds | ||
Cash equivalents: | ||
Total cash equivalents | $ 0 | $ 0 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s debt consisted of the following as of the periods indicated in the table below (in thousands): June 30, 2018 December 31, 2017 Principal amount Discount Debt issuance costs Net carrying value Principal amount Discount Debt issuance costs Net carrying value Senior secured credit facility $ 265,000 $ (1,045) $ (3,926) $ 260,029 $ 345,000 $ (1,455) $ (5,464) $ 338,081 Total debt $ 265,000 $ (1,045) $ (3,926) $ 260,029 $ 345,000 $ (1,455) $ (5,464) $ 338,081 Senior secured credit facility: In May 2017, Blucora entered into a credit agreement with a syndicate of lenders in order to provide a term loan and revolving line of credit for working capital, capital expenditures and general business purposes (the "Blucora senior secured credit facilities" ). 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 that mature in May 22, 2022 and May 22, 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 its 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 facility agreement. As of June 30, 2018, 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 credit facility agreement was amended in order to refinance and reprice the initial term loan, such that the applicable interest rate margin is 3.00% for Eurodollar Rate loans and 2.00% for ABR loans. In the three and six months ended June 30, 2018, Blucora made prepayments of $40.0 million and $80.0 million, respectively, towards the term loan. Depending on Blucora’s Consolidated First Lien Net Leverage Ratio (as defined in the credit facility agreement), the applicable interest rate margin on the revolving credit facility is from 2.75% to 3.00% for Eurodollar Rate loans and 1.75% to 2.00% for ABR loans. Interest is payable at the end of each interest period. As of June 30, 2018 Blucora had not borrowed any amounts under the revolving credit facility. Blucora also has the right to prepay the term loan or outstanding amounts under the revolving credit facility without any premium or penalty (other than customary Eurodollar breakage costs). Prepayments on the term loan are subject to certain prepayment minimums. Beginning with the fiscal year ending December 31, 2018, Blucora may be required to make annual prepayments on the term loan in an amount equal to a percentage of excess cash flow of Blucora during the applicable fiscal year from 0% to 50%, depending on the Consolidated First Lien Net Leverage Ratio (as defined in the credit facility agreement) for such fiscal year. As of June 30, 2018, the credit facility's principal amount approximated its fair value as it is a variable rate instrument and the current applicable margin approximates current market conditions. |
Debt - Schedule of Company's De
Debt - Schedule of Company's Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Principal amount | $ 265,000 | $ 345,000 |
Unamortized discount | (1,045) | (1,455) |
Debt issuance costs | (3,926) | (5,464) |
Net carrying value | 260,029 | 338,081 |
Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Principal amount | 265,000 | 345,000 |
Unamortized discount | (1,045) | (1,455) |
Debt issuance costs | (3,926) | (5,464) |
Net carrying value | $ 260,029 | $ 338,081 |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2018 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests In connection with the 2015 acquisition of HD Vest, the management of HD Vest at that time retained an ownership interest in that business. The Company is party to put and call arrangements, exercisable beginning in the first quarter of 2019, with respect to these interests. These put and call arrangements allow certain members of 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. A reconciliation of redeemable noncontrolling interests is as follows (in thousands): Balance as of December 31, 2017 $ 18,033 Net income attributable to noncontrolling interests 427 Balance as of June 30, 2018 $ 18,460 The redemption amount at June 30, 2018 was $14.1 million. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Significant events during the period covered by this Quarterly Report on Form 10-Q, outside of the ordinary course of the Company’s business, include debt activity (as discussed further in "Note 6: Debt"), payment of a portion of the SimpleTax acquisition-related contingent consideration liability (as discussed further in "Note 5: Fair Value Measurements"), and estimated sublease income of $2.9 million primarily related to the sublease agreement for the Bellevue facility. Additional information on the Company’s commitments and contingencies can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. 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 Company's 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, the Company filed a motion to dismiss the Delaware complaint, and a hearing on the motion was held on July 11, 2018. The Court has not yet ruled on the 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 | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Stock-based compensation: The Company included the following amounts for stock-based compensation expense, which related to stock options, restricted stock units ( "RSUs" ), and the Company’s employee stock purchase plan ( "ESPP" ), in the consolidated statements of comprehensive income (in thousands): Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Cost of revenue $ 574 $ 88 $ 833 $ 134 Engineering and technology 202 224 412 509 Sales and marketing 702 581 1,218 1,272 General and administrative 2,555 1,844 4,528 3,387 Restructuring — 538 — 981 Total $ 4,033 $ 3,275 $ 6,991 $ 6,283 In the second quarter of 2017, the Company granted 350,000 non-qualified stock options to certain HD Vest financial advisors, who are considered non-employees. These stock options vest fully three years from the date of grant. The Company used the Black-Scholes-Merton valuation method to calculate stock-based compensation, using assumptions for the risk-free interest rate, expected dividend yield, expected volatility, and expected life under the same methodology that is used for employee grants. Since these are non-employee grants, stock-based compensation expense is remeasured at the end of each quarter. Upon the Company's adoption of ASU 2018-07 these grants will not be remeasured at the end of each quarter; the grants will be accounted for similarly to share-based payments granted to employees. For the three and six months ended June 30, 2018, stock-based compensation expense for these non-employees was $0.6 million and $0.8 million, respectively, and was recorded in "Wealth management services cost of revenue" on the consolidated statements of comprehensive income. Total net shares issued for stock options exercised, RSUs vested, and shares purchased pursuant to the ESPP were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Stock options exercised 552 1,841 872 2,408 RSUs vested 114 204 220 351 Shares purchased pursuant to ESPP (1) — 35 76 Total 665 2,045 1,127 2,835 |
Stockholders' Equity - Stock-Ba
Stockholders' Equity - Stock-Based Compensation Expense (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 4,033 | $ 3,275 | $ 6,991 | $ 6,283 |
Expected term (in years) | 3 years | |||
Services cost of revenues | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 574 | 88 | $ 833 | 134 |
Engineering And Technology | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 202 | 224 | 412 | 509 |
Sales and marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 702 | 581 | 1,218 | 1,272 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 2,555 | 1,844 | 4,528 | 3,387 |
Restructuring charges | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 0 | $ 538 | 0 | $ 981 |
HD Vest | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Nonemployee services transaction, shares approved for issuance | 350 | |||
HD Vest | Services cost of revenues | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 600 | $ 800 |
Stockholders' Equity - Shares I
Stockholders' Equity - Shares Issued under Share Based Compensation (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options exercised | 552 | 1,841 | 872 | 2,408 |
Total shares | 665 | 2,045 | 1,127 | 2,835 |
RSUs vested | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSUs vested (in shares) | 114 | 204 | 220 | 351 |
Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares purchased pursuant to ESPP | (1) | 0 | 35 | 76 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded income tax expense of $0.9 million and $2.9 million in the three and six months ended June 30, 2018, respectively. Income taxes differed from the 21% statutory rate in 2018 primarily due to the recognition of previously reserved net operating losses to offset current income tax expense, and the effect of state income taxes. The Company recorded income tax expense of $2.3 million and $5.8 million in the three and six months ended June 30, 2017, respectively. Income taxes differed from the 35% statutory rate in 2017 primarily due to the recognition of previously reserved net operating losses to offset current income tax expense, and the effect of state income taxes. The Tax Cuts and Jobs Act (the "Tax Legislation" ) was enacted on December 22, 2017, reducing the U.S. corporate federal income tax rate to 21% from 35%. The Company applied the guidance in Staff Accounting Bulletin 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act, when accounting for the enactment date effects of the Tax Legislation. In 2017, 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. In 2017, the Company provisionally recorded approximately $21.4 million of net deferred tax liabilities remeasurement. Currently, the Company expects to complete the analysis of the Tax Legislation in the fourth quarter of 2018 when the Company’s 2017 federal income tax return is filed with the Internal Revenue Service. |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share "Basic net income per share" is computed using the weighted average number of common shares outstanding during the period. "Diluted net income per share" is computed using the weighted average number of common shares outstanding plus the number of dilutive potential common shares outstanding during the period. Dilutive potential common shares consist of the incremental common shares issuable upon the exercise of outstanding stock options and the vesting of unvested RSUs. 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 per share attributable to Blucora, Inc. is as follows (in thousands): Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Numerator: Income $ 35,157 $ 3,480 $ 80,700 $ 34,190 Net income attributable to noncontrolling interests (222) (176) (427) (302) Net income attributable to Blucora, Inc. $ 34,935 $ 3,304 $ 80,273 $ 33,888 Denominator: Weighted average common shares outstanding, basic 47,221 43,644 46,931 42,895 Dilutive potential common shares 2,213 3,293 2,118 3,287 Weighted average common shares outstanding, diluted 49,434 46,937 49,049 46,182 Net income per share attributable to Blucora, Inc.: Basic $ 0.74 $ 0.08 $ 1.71 $ 0.79 Diluted $ 0.71 $ 0.07 $ 1.64 $ 0.73 Shares excluded 373 664 637 1,363 Shares were excluded from the computation of diluted earnings per common share for these periods because their effect would have been anti-dilutive. |
Net Income Per Share - Summary
Net Income 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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 35,157 | $ 3,480 | $ 80,700 | $ 34,190 |
Net income attributable to noncontrolling interests | (222) | (176) | (427) | (302) |
Net income attributable to Blucora, Inc. | $ 34,935 | $ 3,304 | $ 80,273 | $ 33,888 |
Weighted average common shares outstanding, basic | 47,221 | 43,644 | 46,931 | 42,895 |
Dilutive potential common shares | 2,213 | 3,293 | 2,118 | 3,287 |
Weighted average common shares outstanding, diluted | 49,434 | 46,937 | 49,049 | 46,182 |
Net income per share attributable to Blucora, Inc.: | ||||
Basic (in USD per share) | $ 0.74 | $ 0.08 | $ 1.71 | $ 0.79 |
Diluted (in USD per share) | $ 0.71 | $ 0.07 | $ 1.64 | $ 0.73 |
Shares excluded | 373 | 664 | 637 | 1,363 |
Description of the Business (Po
Description of the Business (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Segments | Segments: T he Company has two reportable segments: the Wealth Management segment, which consists of the HD Vest business, and the Tax Preparation segment, which consists of the TaxAct business. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Interim financial information | Interim financial information: The accompanying consolidated financial statements have been prepared by the Company under the rules and regulations of the Securities and Exchange Commission (the "SEC" ) for interim financial reporting. These consolidated financial statements are unaudited and, in management’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the consolidated financial position, results of operations, and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ( "GAAP" ) have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Part II Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Interim results are not necessarily indicative of results for a full year. |
Cash, cash equivalents, and restricted cash | Cash segregated under federal and other regulations is held in a separate bank account for the exclusive benefit of the Company’s Wealth Management customers. Restricted cash included in prepaid expenses and other current assets, net and other long-term assets represents amounts pledged as collateral for certain of the Company's banking and lease arrangements. |
Fair value of financial instruments | Fair value of financial instruments : The Company measures its cash equivalents 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. Cash equivalents are classified within Level 2 (see "Note 5: 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 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" ). The Company's contingent consideration liability is classified within Level 3 (see "Note 5: Fair Value Measurements") of the fair value hierarchy because the Company values it utilizing significant inputs not observable in the market. Specifically, the Company has determined the fair value of the contingent consideration liability based on a probability-weighted discounted cash flow analysis, which includes assumptions related to estimating revenues, the probability of payment, and the discount rate. The 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. The Company accounts for contingent consideration in accordance with applicable accounting guidance pertaining to business combinations. |
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 evaluating, or has adopted, ASUs that impact the following areas: Revenue recognition (ASC 606) - In May 2014, the FASB issued guidance codified in ASC 606, "Revenue from Contracts with Customers" ( "ASC 606" ), 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 by using a five-step process. 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 adopted the requirements of the new standard on January 1, 2018, utilizing the modified retrospective transition method. Upon adoption, the Company recognized a $1.8 million cumulative effect as an adjustment to the opening balance of retained earnings and deferred revenues on the consolidated balance sheets. As a result of the ASC 606 adoption, the Company now recognizes certain licensing fees on a net basis, which reduced both transaction and fee revenues and operating expenses by $0.4 million and $0.9 million, respectively, for the three and six months ended June 30, 2018, on the consolidated statements of comprehensive income. Had the Company not adopted ASC 606, total revenues for the three and six months ended June 30, 2018 would have been $0.8 million and $2.0 million, respectively, higher than reported on the consolidated statements of comprehensive income. Pursuant to the modified retrospective transition method, prior periods were not retrospectively adjusted, and the Company does not disclose the value of unsatisfied performance obligations for contracts with original expected durations of one year or less. Leases (ASU 2016-02) - 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 that it will adopt this ASU on January 1, 2019. Measurement of Credit Losses (ASU 2016-13) - In June 2016, the FASB issued an ASU that requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires 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 the 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. Share-Based Payments (ASU 2018-07) - In June 2018, the FASB issued an ASU that requires companies to account for share-based payments granted to nonemployees similarly to share-based payments granted to employees. This ASU is effective for fiscal years beginning after December 15, 2018, including the 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. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table presents cash, cash equivalents, and restricted cash as reported on the consolidated balance sheets that equal the total amounts on the consolidated statements of cash flows (in thousands): June 30, December 31, 2018 2017 2017 Cash and cash equivalents $ 89,840 $ 78,312 $ 59,965 Cash segregated under federal or other regulations 1,117 799 1,371 Restricted cash included in "Prepaid expenses and other current assets, net" 275 425 425 Restricted cash included in "Other long-term assets" 550 550 550 Total cash, cash equivalents, and restricted cash $ 91,782 $ 80,086 $ 62,311 |
Segment Information and Reven26
Segment Information and Revenues (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Information on reportable segments currently presented to the Company’s chief operating decision maker and a reconciliation to consolidated net income are presented below (in thousands): Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Revenue: Wealth Management $ 92,015 $ 85,296 $ 184,097 $ 167,963 Tax Preparation 65,833 53,866 179,716 153,574 Total revenue 157,848 139,162 363,813 321,537 Operating income: Wealth Management 12,954 12,406 26,029 24,259 Tax Preparation 44,121 36,515 102,927 89,648 Corporate-level activity (18,252) (18,926) (37,399) (40,023) Total operating income 38,823 29,995 91,557 73,884 Other loss, net (2,759) (24,200) (7,987) (33,908) Income tax expense (907) (2,315) (2,870) (5,786) Net income $ 35,157 $ 3,480 $ 80,700 $ 34,190 |
Information on Reportable Segments for Reconciliation to Consolidated Net Income | Revenues by major category within each segment are presented below (in thousands): Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Wealth Management: Commission $ 40,384 $ 38,154 $ 83,254 $ 77,749 Advisory 40,058 35,914 79,359 69,490 Asset-based 7,306 6,784 14,478 12,750 Transaction and fee 4,267 4,444 7,006 7,974 Total Wealth Management revenue $ 92,015 $ 85,296 $ 184,097 $ 167,963 Tax Preparation: Consumer $ 63,137 $ 51,848 $ 165,049 $ 140,090 Professional 2,696 2,018 14,667 13,484 Total Tax Preparation revenue $ 65,833 $ 53,866 $ 179,716 $ 153,574 |
Tax Preparation | |
Disaggregation of Revenue [Line Items] | |
Disaggregation of Revenue | Details of Tax Preparation revenues are: Tax Preparation Segment Revenues Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Recognized Upon Transaction Recognized Over Time Total Recognized Upon Transaction Recognized Over Time Total Consumer $ 63,137 $ — $ 63,137 $ 165,049 $ — $ 165,049 Professional 1,919 777 2,696 12,315 2,352 14,667 Total $ 65,056 $ 777 $ 65,833 $ 177,364 $ 2,352 $ 179,716 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table summarizes the activity in the restructuring liability (in thousands), resulting from the relocation of the Company's corporate headquarters to Irving, Texas: Employee-Related Termination Costs Contract Termination Costs Total Balance as of December 31, 2017 $ 1,202 $ 681 $ 1,883 Restructuring charges 291 — 291 Payments (1,202) (140) (1,342) Balance as of June 30, 2018 $ 291 $ 541 $ 832 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value and Measured on Recurring Basis | The fair value hierarchy of the Company’s assets and liabilities carried at fair value and measured on a recurring basis was as follows (in thousands): Fair value measurements at the reporting date using June 30, 2018 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 $ 22,945 $ — $ 22,945 $ — Total assets at fair value $ 22,945 $ — $ 22,945 $ — Acquisition-related contingent consideration liability $ 1,323 $ — $ — $ 1,323 Total liabilities at fair value $ 1,323 $ — $ — $ 1,323 Fair value measurements at the reporting date using December 31, 2017 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 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | A reconciliation of Level 3 items measured at fair value on a recurring basis is as follows (in thousands): Acquisition-related contingent consideration liability: Balance as of December 31, 2017 $ 2,689 Payment (1,315) Foreign currency transaction gain (51) Balance as of June 30, 2018 $ 1,323 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Debt | The Company’s debt consisted of the following as of the periods indicated in the table below (in thousands): June 30, 2018 December 31, 2017 Principal amount Discount Debt issuance costs Net carrying value Principal amount Discount Debt issuance costs Net carrying value Senior secured credit facility $ 265,000 $ (1,045) $ (3,926) $ 260,029 $ 345,000 $ (1,455) $ (5,464) $ 338,081 Total debt $ 265,000 $ (1,045) $ (3,926) $ 260,029 $ 345,000 $ (1,455) $ (5,464) $ 338,081 |
Redeemable Noncontrolling Int30
Redeemable Noncontrolling Interests (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | A reconciliation of redeemable noncontrolling interests is as follows (in thousands): Balance as of December 31, 2017 $ 18,033 Net income attributable to noncontrolling interests 427 Balance as of June 30, 2018 $ 18,460 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stock-Based Compensation Expense | The Company included the following amounts for stock-based compensation expense, which related to stock options, restricted stock units ( "RSUs" ), and the Company’s employee stock purchase plan ( "ESPP" ), in the consolidated statements of comprehensive income (in thousands): Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Cost of revenue $ 574 $ 88 $ 833 $ 134 Engineering and technology 202 224 412 509 Sales and marketing 702 581 1,218 1,272 General and administrative 2,555 1,844 4,528 3,387 Restructuring — 538 — 981 Total $ 4,033 $ 3,275 $ 6,991 $ 6,283 |
Schedule Of Stock Issued During Period Shares Share Based Compensation | Total net shares issued for stock options exercised, RSUs vested, and shares purchased pursuant to the ESPP were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Stock options exercised 552 1,841 872 2,408 RSUs vested 114 204 220 351 Shares purchased pursuant to ESPP (1) — 35 76 Total 665 2,045 1,127 2,835 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 per share attributable to Blucora, Inc. is as follows (in thousands): Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Numerator: Income $ 35,157 $ 3,480 $ 80,700 $ 34,190 Net income attributable to noncontrolling interests (222) (176) (427) (302) Net income attributable to Blucora, Inc. $ 34,935 $ 3,304 $ 80,273 $ 33,888 Denominator: Weighted average common shares outstanding, basic 47,221 43,644 46,931 42,895 Dilutive potential common shares 2,213 3,293 2,118 3,287 Weighted average common shares outstanding, diluted 49,434 46,937 49,049 46,182 Net income per share attributable to Blucora, Inc.: Basic $ 0.74 $ 0.08 $ 1.71 $ 0.79 Diluted $ 0.71 $ 0.07 $ 1.64 $ 0.73 Shares excluded 373 664 637 1,363 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 89,840 | $ 59,965 | $ 78,312 | |
Cash segregated under federal or other regulations | 1,117 | 1,371 | 799 | |
Restricted cash included in Prepaid expenses and other current assets, net | 275 | 425 | 425 | |
Restricted cash included in Other long-term assets | 550 | 550 | 550 | |
Total cash, cash equivalents, and restricted cash | $ 91,782 | $ 62,311 | $ 80,086 | $ 54,868 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Depreciation | $ 993 | $ 873 | $ 2,908 | $ 1,813 | |
Reduction to operating expenses | 119,025 | 109,167 | 272,256 | 247,653 | |
Revenues | 157,848 | $ 139,162 | 363,813 | $ 321,537 | |
Accounting Standards Update 2016-09 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Reduction to operating expenses | (400) | (900) | |||
Revenues | (400) | (900) | |||
Accounting Standards Update 2016-09 | Retained Earnings | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Effect of new accounting principle | $ 1,800 | ||||
Computer Software | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Depreciation | 1,100 | ||||
ASU Not Adopted | Accounting Standards Update 2016-09 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Revenues | $ 800 | $ 2,000 |
Segment Information and Reven35
Segment Information and Revenues (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)segment | Jun. 30, 2017USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Revenue: | ||||
Revenues | $ 157,848 | $ 139,162 | $ 363,813 | $ 321,537 |
Operating income: | ||||
Total operating income | 38,823 | 29,995 | 91,557 | 73,884 |
Other loss, net | (2,759) | (24,200) | (7,987) | (33,908) |
Income tax expense | (907) | (2,315) | (2,870) | (5,786) |
Net income | 35,157 | 3,480 | 80,700 | 34,190 |
Corporate-level activity | ||||
Operating income: | ||||
Total operating income | (18,252) | (18,926) | (37,399) | (40,023) |
Segment Reconciling Items | ||||
Operating income: | ||||
Other loss, net | (2,759) | (24,200) | (7,987) | (33,908) |
Income tax expense | (907) | (2,315) | (2,870) | (5,786) |
Wealth Management | ||||
Revenue: | ||||
Revenues | 92,015 | 85,296 | 184,097 | 167,963 |
Wealth Management | Operating Segments | ||||
Revenue: | ||||
Revenues | 92,015 | 85,296 | 184,097 | 167,963 |
Operating income: | ||||
Total operating income | 12,954 | 12,406 | 26,029 | 24,259 |
Tax Preparation | ||||
Revenue: | ||||
Revenues | 65,833 | 53,866 | 179,716 | 153,574 |
Tax Preparation | Operating Segments | ||||
Revenue: | ||||
Revenues | 65,833 | 53,866 | 179,716 | 153,574 |
Operating income: | ||||
Total operating income | $ 44,121 | $ 36,515 | $ 102,927 | $ 89,648 |
Impact of Revenue Recognition -
Impact of Revenue Recognition -Revenue by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 157,848 | $ 139,162 | $ 363,813 | $ 321,537 |
Wealth Management | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 92,015 | 85,296 | 184,097 | 167,963 |
Wealth Management | Commission revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 40,384 | 38,154 | 83,254 | 77,749 |
Wealth Management | Advisory revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 40,058 | 35,914 | 79,359 | 69,490 |
Wealth Management | Asset-based revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 7,306 | 6,784 | 14,478 | 12,750 |
Wealth Management | Transaction and fee revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 4,267 | 4,444 | 7,006 | 7,974 |
Wealth Management | Revenues recognized over time | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 75,060 | 147,836 | ||
Wealth Management | Revenues recognized over time | Commission revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 24,465 | 48,990 | ||
Wealth Management | Revenues recognized over time | Advisory revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 40,058 | 79,359 | ||
Wealth Management | Revenues recognized over time | Asset-based revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 7,306 | 14,478 | ||
Wealth Management | Revenues recognized over time | Transaction and fee revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 3,231 | 5,009 | ||
Wealth Management | Revenues recognized upon transaction (point in time) | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 16,955 | 36,261 | ||
Wealth Management | Revenues recognized upon transaction (point in time) | Commission revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 15,919 | 34,264 | ||
Wealth Management | Revenues recognized upon transaction (point in time) | Advisory revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | ||
Wealth Management | Revenues recognized upon transaction (point in time) | Asset-based revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | ||
Wealth Management | Revenues recognized upon transaction (point in time) | Transaction and fee revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,036 | 1,997 | ||
Tax Preparation | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 65,833 | 53,866 | 179,716 | 153,574 |
Tax Preparation | Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 63,137 | 51,848 | 165,049 | 140,090 |
Tax Preparation | Professional | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 2,696 | $ 2,018 | 14,667 | $ 13,484 |
Tax Preparation | Revenues recognized over time | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 777 | 2,352 | ||
Tax Preparation | Revenues recognized over time | Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | ||
Tax Preparation | Revenues recognized over time | Professional | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 777 | 2,352 | ||
Tax Preparation | Revenues recognized upon transaction (point in time) | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 65,056 | 177,364 | ||
Tax Preparation | Revenues recognized upon transaction (point in time) | Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 63,137 | 165,049 | ||
Tax Preparation | Revenues recognized upon transaction (point in time) | Professional | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 1,919 | $ 12,315 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring | $ 2 | $ 331 | $ 291 | $ 2,620 |
Strategic Transformation | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | 1,883 | |||
Restructuring | 291 | |||
Payments for Restructuring | (1,342) | |||
Restructuring Reserve | 832 | 832 | ||
Employee Related Termination Costs | Strategic Transformation | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | 1,202 | |||
Restructuring | 291 | |||
Payments for Restructuring | (1,202) | |||
Restructuring Reserve | 291 | 291 | ||
Contract Termination Costs | Strategic Transformation | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | 681 | |||
Restructuring | 0 | |||
Payments for Restructuring | (140) | |||
Restructuring Reserve | $ 541 | $ 541 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Fair Value Measured on Recurring Basis (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance as of December 31, 2017 | $ 2,689 | |
Payment | (1,315) | |
Foreign currency transaction gain | (51) | |
Balance as of March 31, 2018 | 1,323 | |
Undiscounted amount of liabililty | $ 2,689 | $ 1,323 |
Other Current Liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Estimated fair value of contingent consideration | $ 1,300 | |
Simple Tax | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Probability of payment | 100.00% | |
Discount rate (as a percent) | 9.00% |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | May 22, 2017 | |
Debt Instrument [Line Items] | ||||
Principal amount | $ 265,000,000 | $ 265,000,000 | $ 345,000,000 | |
Senior Secured Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility | $ 425,000,000 | |||
Principal amount | 265,000,000 | $ 265,000,000 | $ 345,000,000 | |
Revolving Credit Facility | Senior Secured Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility | 50,000,000 | |||
Revolving Credit Facility | Senior Secured Credit Facility | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 3.00% | |||
Revolving Credit Facility | Senior Secured Credit Facility | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 2.00% | |||
Term Loan | Senior Secured Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 375,000,000 | |||
Repayments of notes payable | $ 40,000,000 | $ 80,000,000 | ||
Term Loan | Senior Secured Credit Facility | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 3.75% | |||
Minimum | Senior Secured Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Required prepayment percentage | 0.00% | |||
Minimum | Revolving Credit Facility | Senior Secured Credit Facility | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 1.75% | |||
Minimum | Term Loan | Senior Secured Credit Facility | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 2.75% | |||
Maximum | Senior Secured Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Required prepayment percentage | 50.00% | |||
Maximum | Revolving Credit Facility | Senior Secured Credit Facility | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 3.00% | |||
Maximum | Revolving Credit Facility | Senior Secured Credit Facility | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 2.00% | |||
Maximum | Term Loan | Senior Secured Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Periodic payment, principal, percent | 0.25% |
Redeemable Noncontrolling Int40
Redeemable Noncontrolling Interests (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |
Redeemable noncontrolling interest, beginning balance | $ 18,033 |
Net income attributable to noncontrolling interests | 427 |
Redeemable noncontrolling interest, ending balance | 18,460 |
Redeemable noncontrolling interests | $ 14,100 |
Commitments and Contingencies -
Commitments and Contingencies - (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease, sublease revenue | $ 2.9 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense | $ 907 | $ 2,315 | $ 2,870 | $ 5,786 | |
Provisional amounts recorded for remeasurement | $ 21,400 |