Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 19, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 000-25131 | ||
Entity Registrant Name | Blucora, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 91-1718107 | ||
Entity Address, Address Line One | 3200 Olympus Blvd, Suite 100 | ||
Entity Address, City or Town | Dallas | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75019 | ||
City Area Code | (972) | ||
Local Phone Number | 870-6400 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | BCOR | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 546.9 | ||
Entity Common Stock, Shares Outstanding | 48,256,094 | ||
Documents Incorporated by Reference | Portions of the Proxy Statement for the registrant’s 2021 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of the end of the fiscal year ended December 31, 2020, are incorporated by reference in Part III hereof. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part hereof. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001068875 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 150,125 | $ 80,820 |
Cash segregated under federal or other regulations | 637 | 5,630 |
Accounts receivable, net of allowance | 12,736 | 16,266 |
Commissions and advisory fees receivable | 26,132 | 21,176 |
Other receivables | 717 | 2,902 |
Prepaid expenses and other current assets, net | 10,321 | 12,349 |
Total current assets | 200,668 | 139,143 |
Long-term assets: | ||
Property and equipment, net | 58,500 | 18,706 |
Right-of-use assets, net | 23,455 | 10,151 |
Goodwill, net | 454,821 | 662,375 |
Other intangible assets, net | 322,179 | 290,211 |
Deferred tax asset, net | 0 | 9,997 |
Other long-term assets | 4,569 | 6,989 |
Total long-term assets | 863,524 | 998,429 |
Total assets | 1,064,192 | 1,137,572 |
Current liabilities: | ||
Accounts payable | 9,290 | 10,969 |
Commissions and advisory fees payable | 19,021 | 19,905 |
Accrued expenses and other current liabilities | 56,419 | 36,144 |
Deferred revenue—current | 12,298 | 12,014 |
Lease liabilities—current | 2,304 | 3,272 |
Current portion of long-term debt, net | 1,784 | 11,228 |
Total current liabilities | 101,116 | 93,532 |
Long-term liabilities: | ||
Long-term debt, net | 552,553 | 381,485 |
Deferred tax liability, net | 30,663 | 0 |
Deferred revenue—long-term | 6,247 | 7,172 |
Lease liabilities—long-term | 36,404 | 5,916 |
Other long-term liabilities | 24,919 | 5,952 |
Total long-term liabilities | 650,786 | 400,525 |
Total liabilities | 751,902 | 494,057 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Common stock, par $0.0001—900,000 authorized shares; 49,483 shares issued and 48,177 shares outstanding at December 31, 2020; 49,059 shares issued and 47,753 shares outstanding at December 31, 2019 | 5 | 5 |
Additional paid-in capital | 1,598,230 | 1,586,972 |
Accumulated deficit | (1,257,546) | (914,791) |
Accumulated other comprehensive loss | 0 | (272) |
Treasury stock, at cost—1,306 shares at December 31, 2020 and December 31, 2019 | (28,399) | (28,399) |
Total stockholders’ equity | 312,290 | 643,515 |
Total liabilities and stockholders’ equity | $ 1,064,192 | $ 1,137,572 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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 (in shares) | 900,000,000 | 900,000,000 |
Common stock, shares issued (in shares) | 49,483,000 | 49,059,000 |
Common stock, shares outstanding (in shares) | 48,177,000 | 47,753,000 |
Treasury stock (in shares) | 1,306,000 | 1,306,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenue: | ||||
Total revenue | $ 754,952 | $ 717,945 | $ 560,456 | |
Cost of revenue: | ||||
Amortization of acquired technology | 0 | 0 | 99 | |
Total cost of revenue | 398,290 | 362,772 | 263,719 | |
Engineering and technology | 27,258 | 30,931 | 19,332 | |
Sales and marketing | 177,618 | 126,205 | 111,361 | |
General and administrative | 82,158 | 78,529 | 60,124 | |
Acquisition and integration | 31,085 | 25,763 | 0 | |
Depreciation | 7,293 | 5,479 | 4,468 | |
Amortization of other acquired intangible assets | 29,745 | 37,357 | 33,487 | |
Impairment of goodwill and an intangible asset | 270,625 | 50,900 | 0 | |
Restructuring | 0 | 0 | 288 | |
Total operating expenses | 1,024,072 | 717,936 | 492,779 | |
Operating income (loss) | (269,120) | 9 | 67,677 | |
Other loss, net | (31,304) | (16,915) | (15,797) | |
Income (loss) before income taxes | (300,424) | (16,906) | 51,880 | |
Income tax benefit (expense) | (42,331) | 65,054 | (311) | |
Net income (loss) | (342,755) | 48,148 | 51,569 | |
Net income attributable to noncontrolling interests | 0 | 0 | (935) | |
Net income (loss) attributable to Blucora, Inc. | $ (342,755) | $ 48,148 | $ 50,634 | |
Net income (loss) per share attributable to Blucora, Inc.: | ||||
Basic (in USD per share) | [1] | $ (7.14) | $ 1 | $ 0.94 |
Diluted (in USD per share) | [1] | $ (7.14) | $ 0.98 | $ 0.90 |
Weighted average shares outstanding: | ||||
Basic (in shares) | [1] | 47,978 | 48,264 | 47,394 |
Diluted (in shares) | [1] | 47,978 | 49,282 | 49,381 |
Comprehensive income (loss): | ||||
Net income (loss) | $ (342,755) | $ 48,148 | $ 51,569 | |
Other comprehensive income (loss) | 272 | 174 | (442) | |
Comprehensive income (loss) | (342,483) | 48,322 | 51,127 | |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | (935) | |
Comprehensive income (loss) attributable to Blucora, Inc. | (342,483) | 48,322 | 50,192 | |
Wealth management services | ||||
Revenue: | ||||
Total revenue | 546,189 | 507,979 | 373,174 | |
Cost of revenue: | ||||
Cost of goods and services | 385,962 | 352,081 | 253,580 | |
Tax preparation services | ||||
Revenue: | ||||
Total revenue | 208,763 | 209,966 | 187,282 | |
Cost of revenue: | ||||
Cost of goods and services | $ 12,328 | $ 10,691 | $ 10,040 | |
[1] | Net income per share for the year ended December 31, 2018 included the the impact of the noncontrolling interest redemption discussed further in “Note 11—Stockholders' Equity” and in “Note 16—Net Income (Loss) Per Share.” |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common stock | Additional paid-in capital | Accumulated deficit | Accumulated deficitCumulative Effect, Period of Adoption, Adjustment | Accumulated other comprehensive income (loss) | Treasury stock |
Beginning Balance at Dec. 31, 2017 | $ 18,033 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Adjustment of redeemable noncontrolling interests to redemption value/Redemption of noncontrolling interests | 5,977 | |||||||
Net income (loss) | 935 | |||||||
Ending Balance at Dec. 31, 2018 | 24,945 | |||||||
Beginning balance (in shares) at Dec. 31, 2017 | 46,366,000 | 0 | ||||||
Beginning balance at Dec. 31, 2017 | 541,387 | $ 1,851 | $ 5 | $ 1,555,560 | $ (1,014,174) | $ 1,851 | $ (4) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issued for stock options, restricted stock units, and employee stock purchase plan (in shares) | 1,678,000 | |||||||
Common stock issued for stock options, restricted stock units, and employee stock purchase plan | 15,251 | 15,251 | ||||||
Stock repurchases (in shares) | 0 | |||||||
Other comprehensive income (loss) | (442) | (442) | ||||||
Stock-based compensation | 13,253 | 13,253 | ||||||
Tax payments from shares withheld for equity awards | (8,362) | (8,362) | ||||||
Adjustment of redeemable noncontrolling interests to redemption value | (5,977) | (5,977) | ||||||
Net income (loss) | 50,634 | 50,634 | ||||||
Ending balance (in shares) at Dec. 31, 2018 | 48,044,000 | 0 | ||||||
Ending balance at Dec. 31, 2018 | 607,595 | $ 5 | 1,569,725 | (961,689) | (446) | $ 0 | ||
Ending balance (Impact of adoption of new leases accounting standard) at Dec. 31, 2018 | (1,636) | (1,636) | ||||||
Ending balance (Impact of ASC 842 consolidated deferred tax) at Dec. 31, 2018 | $ 386 | $ 386 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Reclassification of mandatorily redeemable noncontrolling interests | (22,428) | |||||||
Adjustment of redeemable noncontrolling interests to redemption value/Redemption of noncontrolling interests | (2,517) | |||||||
Net income (loss) | 0 | |||||||
Ending Balance at Dec. 31, 2019 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issued for stock options, restricted stock units, and employee stock purchase plan (in shares) | 1,015,000 | |||||||
Common stock issued for stock options, restricted stock units, and employee stock purchase plan | 6,599 | 6,599 | ||||||
Stock repurchases (in shares) | (1,306,000) | |||||||
Stock repurchases | (28,399) | $ (28,399) | ||||||
Other comprehensive income (loss) | 174 | 174 | ||||||
Stock-based compensation | 16,300 | 16,300 | ||||||
Tax payments from shares withheld for equity awards | (5,652) | (5,652) | ||||||
Net income (loss) | $ 48,148 | 48,148 | ||||||
Ending balance (in shares) at Dec. 31, 2019 | 47,753,000 | 49,059,000 | (1,306,000) | |||||
Ending balance at Dec. 31, 2019 | $ 643,515 | $ 5 | 1,586,972 | (914,791) | (272) | $ (28,399) | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Net income (loss) | 0 | |||||||
Ending Balance at Dec. 31, 2020 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issued for stock options, restricted stock units, and employee stock purchase plan (in shares) | 424,000 | |||||||
Common stock issued for stock options, restricted stock units, and employee stock purchase plan | 2,355 | 2,355 | ||||||
Stock repurchases (in shares) | 0 | |||||||
Other comprehensive income (loss) | 272 | |||||||
Stock-based compensation | 10,066 | 10,066 | ||||||
Tax payments from shares withheld for equity awards | (1,163) | (1,163) | ||||||
Net income (loss) | $ (342,755) | (342,755) | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 48,177,000 | 49,483,000 | (1,306,000) | |||||
Ending balance at Dec. 31, 2020 | $ 312,290 | $ 5 | $ 1,598,230 | $ (1,257,546) | $ 0 | $ (28,399) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities: | |||
Net income (loss) | $ (342,755) | $ 48,148 | $ 51,569 |
Adjustments to reconcile net income (loss) to net cash from operating activities: | |||
Stock-based compensation | 10,066 | 16,300 | 13,253 |
Depreciation and amortization of acquired intangible assets | 39,907 | 44,208 | 38,589 |
Impairment of goodwill and an intangible asset | 270,625 | 50,900 | 0 |
Reduction of right-of-use lease assets | 8,908 | 4,425 | 0 |
Deferred income taxes | 41,059 | (67,549) | (3,039) |
Amortization of debt issuance costs | 1,372 | 1,042 | 833 |
Accretion of debt discounts | 693 | 228 | 163 |
Loss on debt extinguishment and modification expense | 0 | 0 | 1,534 |
Gain on sale of a business | (349) | (3,256) | 0 |
Change in fair value of acquisition-related contingent consideration | 8,300 | 0 | 0 |
Accretion of lease liability | 1,922 | 599 | 0 |
Other | 1,508 | 135 | 73 |
Cash provided (used) by changes in operating assets and liabilities: | |||
Accounts receivable | 10,705 | 871 | (4,286) |
Commissions and advisory fees receivable | (4,956) | (471) | 1,260 |
Other receivables | 2,185 | 4,506 | (3,851) |
Prepaid expenses and other current assets | 1,662 | 10,537 | (815) |
Other long-term assets | 2,232 | 3,377 | 3,450 |
Accounts payable | (4,192) | 29 | (615) |
Commissions and advisory fees payable | (884) | 432 | (2,614) |
Lease liabilities | (3,894) | (7,335) | 0 |
Deferred revenue | (796) | (17,367) | 9,930 |
Accrued expenses and other current and long-term liabilities | 761 | 3,045 | 114 |
Net cash provided by operating activities | 44,079 | 92,804 | 105,548 |
Investing activities: | |||
Business acquisition, net of cash acquired | (101,910) | (166,560) | 0 |
Purchases of property and equipment | (36,002) | (10,501) | (7,633) |
Proceeds from sale of a business, net of cash | 349 | 7,467 | 0 |
Acquisition of customer relationships | (3,143) | 0 | 0 |
Net cash used by investing activities | (140,706) | (169,594) | (7,633) |
Financing activities: | |||
Proceeds from credit facilities, net of debt issuance costs and debt discount | 226,278 | 131,489 | 0 |
Payments on credit facilities | (66,531) | (313) | (80,000) |
Stock repurchases | 0 | (28,399) | 0 |
Payment of redeemable noncontrolling interests | 0 | (24,945) | 0 |
Proceeds from stock option exercises | 97 | 4,387 | 12,773 |
Proceeds from issuance of stock through employee stock purchase plan | 2,258 | 2,212 | 2,100 |
Tax payments from shares withheld for equity awards | (1,163) | (5,652) | (8,362) |
Contingent consideration payments for business acquisition | 0 | (943) | (1,315) |
Net cash provided (used) by financing activities | 160,939 | 77,836 | (74,804) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 0 | 38 | (56) |
Net increase in cash, cash equivalents, and restricted cash | 64,312 | 1,084 | 23,055 |
Cash, cash equivalents, and restricted cash, beginning of period | 86,450 | 85,366 | 62,311 |
Cash, cash equivalents, and restricted cash, end of period | 150,762 | 86,450 | 85,366 |
Supplemental cash flow information: | |||
Cash paid for income taxes | 1,776 | 3,106 | 1,806 |
Cash paid for interest | 24,279 | 18,852 | 15,335 |
Non-cash investing activities: | |||
Purchases of property and equipment through leasehold incentives (investing) | $ 9,726 | $ 0 | $ 0 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Note 1: Description of the Business Blucora, Inc. (the “ Company, ” “ Blucora, ” “ we, ” “ our, ” or “ us ” ) operates two primary businesses: the Wealth Management business and the digital Tax Preparation business. Wealth Management The Wealth Management business consists of the operations of Avantax Wealth Management and Avantax Planning Partners (collectively, the “Wealth Management business” or the “Wealth Management segment” ). Avantax Wealth Management provides tax-focused wealth management solutions for financial professionals, tax professionals, certified public accounting ( “CPA” ) firms, and their clients. Avantax Wealth Management offers its services through its registered broker-dealer, registered investment advisor ( “RIA” ), and insurance agency subsidiaries and is the largest U.S. tax-focused independent broker-dealer. Avantax Wealth Management works with a nationwide network of financial professionals that operate as independent contractors. Avantax Wealth Management provides these financial professionals with an integrated platform of technical, practice, compliance, and product support tools to assist in making each financial professional a comprehensive financial service center for his or her clients. Avantax Wealth Management formerly operated under the HD Vest and 1st Global brands prior to the rebranding of these businesses to Avantax Wealth Management in 2019. Avantax Planning Partners operates as a captive, or employee-based, RIA and wealth management business that partners with CPA firms in order to provide their consumer and small business clients with holistic financial planning and advisory services, as well as retirement plan solutions. Avantax Planning Partners formerly operated as Honkamp Krueger Financial Services, Inc. ( “HKFS” ). On July 1, 2020, we acquired all of the issued and outstanding common stock of HKFS (the “HKFS Acquisition” ). The operations of HKFS are included in operating results as part of the Wealth Management segment from the date of the HKFS Acquisition. For additional information, see “Note 3—Acquisitions and Disposition.” On May 6, 2019, we closed the acquisition of all the issued and outstanding common stock of 1st Global Inc. and 1st Global Insurance Services, Inc. (together, “1st Global” ), a tax-focused wealth management company, for a cash purchase price of $180.0 million (the “1st Global Acquisition” ). Tax Preparation The Tax Preparation business consists of the operations of TaxAct, Inc. ( “TaxAct,” the “Tax Preparation business,” or the “Tax Preparation segment” ) and provides digital tax preparation solutions for consumers, small business owners, and tax professionals through its website www.TaxAct.com and its mobile applications. The Tax Preparation segment is highly seasonal, with a significant portion of its annual revenue typically earned in the first four months of the 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. In March 2020 and as a result of the COVID-19 pandemic, the Internal Revenue Service ( “IRS” ) extended the filing deadline for federal tax returns from April 15, 2020 to July 15, 2020. This filing extension resulted in the shifting of a significant portion of Tax Preparation segment revenue that is usually earned in the first and second quarters of 2020 to the third quarter of 2020. Segments We have two reportable segments: (1) the Wealth Management segment and (2) the Tax Preparation segment. Principles of consolidation and use of estimates The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated. 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. Actual amounts may differ from estimates. Net capital and regulatory requirements The Avantax Wealth Management 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 Avantax Wealth Management’s operations. As of December 31, 2020, Avantax Wealth Management met all capital adequacy requirements to which it was subject. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Cash, cash equivalents, and restricted cash The following table presents cash, cash equivalents, and restricted cash as reported on the consolidated balance sheets and the consolidated statements of cash flows (in thousands): December 31, 2020 2019 Cash and cash equivalents $ 150,125 $ 80,820 Cash segregated under federal or other regulations 637 5,630 Total cash, cash equivalents, and restricted cash $ 150,762 $ 86,450 We generally invest our available cash in high-quality marketable investments. These investments include money market funds invested in securities issued by agencies of the U.S. government. We may invest, from time-to-time, in other vehicles, such as debt instruments issued by the U.S. federal government and its agencies, international governments, municipalities and publicly held corporations, as well as commercial paper and insured time deposits with commercial banks. Specific holdings can vary from period to period depending upon our cash requirements. Such investments are reported at fair value on the consolidated balance sheets. Cash segregated under federal and other regulations is held in a separate bank account for the exclusive benefit of our Avantax Wealth Management business clients and is considered restricted cash. Accounts receivable Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts. The allowance for doubtful accounts was not material at December 31, 2020 and 2019. Property and equipment Property and equipment are stated at cost. Depreciation is calculated under the straight-line method over the following estimated useful lives: Estimated Useful Life Computer equipment and software 3 years Data center servers 3 years Internally developed software 3 years Office equipment 7 years Office furniture 7 years Airplane (1) 25 years Leasehold improvements Shorter of lease term or economic life ____________________________ (1) As part of the HKFS Acquisition, we acquired an airplane with a value of $3.8 million. We capitalize certain internal-use software development costs, consisting primarily of contractor costs and employee salaries and benefits allocated on a project or product basis. We capitalized $19.3 million, $7.4 million, and $6.5 million of internal-use software costs for the years ended December 31, 2020, 2019, and 2018, respectively. Business combinations We account for business combinations, including the 1st Global Acquisition and the HKFS Acquisition, using the acquisition method. Under the acquisition method, the purchase price of the acquisition is allocated to the acquired tangible and identifiable intangible assets and assumed liabilities based on their estimated fair values at the time of the acquisition. This allocation involves a number of assumptions, estimates, and judgments that could materially affect the timing or amounts recognized in our financial statements. The most subjective areas of the acquisition accounting method include determining the fair value of the following: • intangible assets, including the valuation methodology, estimates of future cash flows, discount rates, growth rates, and attrition rates (if applicable), as well as the estimated useful life of intangible assets; • contingent consideration, including the valuation methodology, estimates of future advisory asset levels, discount rates, growth rates, and volatility levels; and • goodwill, as measured as the excess of consideration transferred over the acquisition date fair value of the assets acquired, including the amount assigned to identifiable intangible assets, and the liabilities assumed. Our assumptions and estimates are based upon comparable market data and information obtained from the management of the acquired entities. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date. Our reporting units are consistent with our reportable segments, and accordingly, the goodwill acquired from the 1st Global Acquisition and the HKFS Acquisition was assigned to the Wealth Management reporting unit. Identifiable intangible assets with finite lives are amortized over their useful lives in a pattern in which the asset is consumed. 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 other intangible assets We evaluate 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. 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. For additional information on our intangible assets and our impairment assessment methodologies, see “Note 5—Goodwill and Other Intangible Assets.” Fair value of financial instruments We measure cash equivalents and our contingent consideration liability at fair value. See “Note 9—Fair Value Measurements” for additional information. Revenue recognition We recognize revenue when all five of the following revenue recognition criteria have been satisfied: • contract(s) with customers have been identified; • performance obligations have been identified; • transaction prices have been determined; • transaction prices have been allocated to the performance obligations; and • the performance obligations have been fulfilled by transferring control over the promised services to the customer. The determination of when these criteria are satisfied varies by product or service and is explained in more detail below. Wealth management revenue recognition. Wealth management revenue primarily consists of advisory revenue, commission revenue, asset-based revenue, and transaction and fee revenue. Revenue is recognized upon the transfer of services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those services. Payments received by us in advance of the performance of service are deferred and recognized as revenue when we have satisfied our performance obligation. Advisory revenue includes fees charged to clients in advisory accounts for which we are the RIA. These fees are based on the value of assets within these advisory accounts. For advisory revenues generated by Avantax Wealth Management, advisory fees are typically billed quarterly, in advance, and the related advisory revenues are deferred and recognized ratably over the period in which our performance obligations have been completed. For advisory revenues generated by Avantax Planning Partners, advisory fees are typically billed quarterly, in arrears, and the related advisory revenues are accrued and recognized over the period in which our performance obligations were completed. Commissions represent amounts generated by clients’ purchases and sales of securities and investment products. We serve as the registered broker-dealer or insurance agent for those trades. We generate two types of commissions: (1) transaction-based commissions and (2) trailing commissions. Transaction-based commissions are generated on a per-transaction basis and are recognized as revenue on the trade date, which is when our performance obligations have been substantially completed. Trailing commissions are earned by us based on our ongoing account support to clients. Trailing commissions are based on a percentage of the current market value of clients’ investment holdings in trail-eligible assets and recognized over the period during which our services are performed. Since trailing commission revenue is generally paid in arrears, we estimate it based on a number of factors, including stock market index levels and the amount of trailing commission revenues received in prior periods. These estimates are primarily based on historical information, and there is not significant judgment involved. A substantial portion of advisory revenue and commission revenue is ultimately paid to our financial professionals. In Avantax Wealth Management, advisory fee payments to financial professionals typically occur at the beginning of the quarter, in advance, and therefore do not result in an advisory fee payable amount at quarter end. In Avantax Planning Partners, advisory fee payments (which are primarily composed of payments to CPA firms under fee sharing arrangements) are typically made quarterly, in arrears, and we record an estimate for the advisory fee payable based on the historical payout ratios and financial market movement for the period. For transaction-based commissions, we record an estimate for commissions payable based upon the payout rate of the financial professional generating the accrued commission revenue. For trailing commissions, we record 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. 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 asset-based retirement plan service fees, and is recognized ratably over the period in which services are provided. Transaction and fee revenue primarily includes (1) support fees charged to financial professionals, which are recognized over time as advisory services are provided, (2) fees charged for executing certain transactions in client accounts, which are recognized on a trade-date basis, and (3) other fees related to services provided and other account charges as generally outlined in agreements with financial professionals, clients, and financial institutions, which are recognized as services are performed or as earned, as applicable. Tax preparation revenue recognition. We generate revenue from the sale of tax preparation digital services, packaged tax preparation software, ancillary services, and multiple element arrangements that may include a combination of these items. Digital revenues include revenues associated with our digital software products sold to customers and businesses primarily for the preparation of individual or business tax returns, and digital revenues are generally recognized when customers and businesses complete and file returns. Digital revenues are recognized net of an allowance for the portion of the returns filed using our refund payment transfer services (as explained below) that we estimate will not be accepted and funded by IRS. Packaged tax preparation software revenues are generated from the sale of our downloadable software products and are recognized when legal title transfers, which is when customers download the software. Ancillary service revenues primarily include fees we charge for refund payment transfer services, audit defense services, and referral and marketing arrangements with third party partners. Refund payment transfer services allow the cost of TaxAct software products to be deducted from a taxpayer’s refund instead of being paid at the time of filing. The fees the customer pays for refund payment transfer services and audit defense services are recognized as revenue at the time of filing. Revenue for our referral and marketing arrangements with third party partners is recognized at a point in time or over time based on the nature of the performance obligation under each arrangement. Certain of our Tax Preparation software packages marketed towards professional tax preparers contain multiple elements, including a software element and an unlimited e-filing capability element. For these software packages that contain multiple elements, we allocate the total consideration of the package to the two elements. We then recognize revenue for the software element upon download or shipment and recognize revenue for the unlimited filing element over time based on an estimated filing timeline. The impact of multiple element arrangements is not material and only impacts the timing of revenue recognition over the tax filing season, which is typically concentrated within the first two quarters of each year. 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 $80.0 million, $54.5 million, and $53.3 million for the years ended December 31, 2020, 2019, and 2018, respectively. Stock-based compensation We measure stock-based compensation at the grant date based on the fair value of the award and recognize it as expense, net of estimated forfeitures, over the vesting or service period, as applicable, of the stock award using the straight-line method. We recognize stock-based compensation expense over the vesting period for each separately vesting portion of a share-based award as if they were individual share-based awards. We estimate forfeitures at the time of grant, based upon historical data, and revise those estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For performance-based stock awards, compensation expense is originally based on the number of shares that would vest if we achieve the level of performance that we estimate is the most probable outcome at the grant date. Throughout the requisite service period, we monitor the probability of achievement of the performance condition and adjust stock-based compensation expense if necessary. Income taxes We account for income taxes under the asset and liability method, under which deferred tax assets, including net operating loss carryforwards, and deferred tax liabilities are determined based on temporary differences between the book and tax bases of assets and liabilities. We periodically evaluate the likelihood of the realization of deferred tax assets and reduce the carrying amount of the deferred tax assets by a valuation allowance to the extent we believe it is more likely than not a portion will not be realized. We consider many factors when assessing the likelihood of future realization of 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 our deferred tax assets. We record 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% cumulative 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. We recognize interest and penalties related to uncertain tax positions in interest expense and general and administrative expense, respectively. Concentration of credit risk Financial instruments that potentially subject us 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, we attempt 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 applicable 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. We perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses. Geographic revenue information Almost all of our revenue for 2020, 2019, and 2018 was generated from customers located in the United States. Recently adopted 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” ). We consider the applicability and impact of all recent ASUs and ASCs. ASUs and ASCs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position and results of operations. We are currently considering, or have recently adopted, ASUs and ASCs that impact the following areas: Leases. In February 2016, the FASB issued guidance codified in ASC 842, Leases ( “ASC 842” ), which supersedes the guidance in ASC 840, Leases ( “ASC 840” ). Under ASC 842, lease assets and liabilities resulting from both operating leases and finance leases (formerly known as “capital leases”) are recognized on the balance sheet. Lease liabilities are measured as the present value of unpaid lease payments for operating leases under which we are the lessee, and a corresponding right-of-use ( “ROU” ) asset is recognized for the right to use the leased assets. ASC 842 became effective on a modified retrospective basis for annual reporting periods, including interim reporting periods within those annual reporting periods, beginning after December 15, 2018. Prior comparable periods are presented in accordance with accounting guidance under ASC 840 and were not restated. We adopted ASC 842 on January 1, 2019 for all open leases with a term greater than one year as of the adoption date, using the modified retrospective method of adoption with a cumulative effect adjustment to retained earnings. We elected to utilize several practical expedients that were available under ASC 842, including: (1) the practical expedients under which there is no requirement to reassess lease existence, classification, and initial direct costs; (2) the hindsight practical expedient, under which we used hindsight in determining certain lease terms; (3) the short-term lease expedient, under which we did not apply the balance sheet recognition requirements of ASC 842 to leases with a term of twelve months or less; and (4) the lease component practical expedient, under which we made a policy election to account for the nonlease components of a lease together with the related lease components as a single lease component. The adoption of ASC 842 resulted in $6.6 million of additional operating lease assets, $9.1 million of additional operating lease liabilities, and a $1.6 million adjustment to the opening balance of retained earnings as a result of reevaluating certain of our lease terms as of the adoption date. Upon adoption, we also reclassified $0.9 million of other lease-related balances to reduce the measurement of lease assets. Our lease terms are contractually fixed but may include extension or termination options reasonably assured to be exercised at lease inception, which are included in the recognition of ROU assets and lease liabilities. Our leases do not contain residual value guarantees or material variable lease payments. We do not have any material restrictions or covenants imposed by leases that would impact our ability to pay dividends or cause us to incur additional financial obligations. Our leases are not complex; therefore, there were no significant assumptions or judgments made in applying the requirements of ASC 842, including the determination of whether our contracts contained a lease and the determination of the discount rates for our leases. Measurement of Credit Losses . In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ( “ASU 2016-13” ), which changes how entities account for credit losses of financial assets measured at amortized cost. ASU 2016-13 requires financial assets measured at amortized cost to be presented on the balance sheet at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. ASU 2016-13 replaces the previous “incurred loss” model with a “current expected credit loss” model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of the financial asset. ASU 2016-13 was effective for fiscal years beginning after December 15, 2019, including the interim periods within those fiscal years. Entities were required to apply ASU 2016-13 using a modified-retrospective approach by recording a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which ASU 2016-13 was effective. We adopted ASU 2016-13 effective January 1, 2020. Our financial assets within the scope of ASU 2016-13 primarily consisted of our commissions receivable and accounts receivable. While we have implemented the current expected credit loss model and assessed the impact of this new model on our in-scope financial assets, the adoption of ASU 2016-13 did not have a material impact on our consolidated financial statements and did not result in a cumulative-effect adjustment to retained earnings as of January 1, 2020. Goodwill . In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Accounting for Goodwill ( “ASU 2017-04” ), which simplifies the subsequent measurement of goodwill by eliminating the previously applicable step two from the goodwill impairment test. Under the amended guidance of ASU 2017-04, when required to test goodwill for recoverability, an entity will perform its goodwill impairment test by comparing the fair value of the reporting unit to its carrying value and recognizing an impairment charge for the amount by which the carrying value exceeds the fair value of the reporting unit. ASU 2017-04 was effective for fiscal years beginning after December 15, 2019, and entities were required to apply ASU 2017-04 on a prospective basis. We adopted ASU 2017-04 effective January 1, 2020 and applied this new guidance to the goodwill impairment tests we performed as of March 31, 2020 and November 30, 2020. For more information on these impairment tests, see “Note 5—Goodwill and Other Intangible Assets.” |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Note 3: Acquisitions and Disposition HKFS Acquisition On July 1, 2020, we closed the HKFS Acquisition for an upfront cash purchase price of $104.4 million, which was paid with a portion of the proceeds from the $175.0 million increase in the Term Loan (as defined in “Note 6—Debt”). The purchase price is subject to customary adjustment and two potential post-closing earn-out payments (the “HKFS Contingent Consideration” ) by us. The amount of the HKFS Contingent Consideration is determined based on advisory asset levels and the achievement of certain performance goals (i) for the period beginning on July 1, 2020 and ending on July 1, 2021 and (ii) for the period beginning on July 1, 2021 and ending on July 1, 2022. Pursuant to the Stock Purchase Agreement, dated as of January 6, 2020, by and among the Company, HKFS, the selling stockholders named therein (the “Sellers” ), and JRD Seller Representative, LLC, as the Sellers’ representative, as amended, the maximum aggregate amount that we would be required to pay for each earn-out period is $30.0 million, provided that any unearned amounts during the first earn-out period may also be earned during the second earn-out period. If the asset values on the applicable measurement date fall below certain specified thresholds, we would not be required to make any earn-out payment to the Sellers for such period. On the HKFS Acquisition date, the fair value of the HKFS Contingent Consideration was $27.6 million. We recorded the short-term and long-term portions of the HKFS Contingent Consideration in “Accrued expenses and other current liabilities” and “Other long-term liabilities,” respectively, on the consolidated balance sheet. Subsequent to the HKFS Acquisition date, the HKFS Contingent Consideration is remeasured to an estimated fair value at each reporting date until the contingency is resolved. As of December 31, 2020, the fair value of the HKFS Contingent Consideration was $35.9 million. Changes in estimated fair value are recognized in “Acquisition and integration” expenses on the consolidated statements of comprehensive income (loss) in the period in which they occur. For additional information on the HKFS Contingent Consideration, see “Note 9—Fair Value Measurements.” The purchase price of the HKFS Acquisition was allocated to HKFS’s tangible assets, identifiable intangible assets, and assumed liabilities based on their estimated fair values at the time of the HKFS Acquisition. The preliminary fair value of assets acquired and liabilities assumed in the HKFS Acquisition were as follows (in thousands): Purchase Price Allocation at Purchase Price Allocation Adjustments Since Purchase Price Allocation at December 31, 2020 Assets acquired: Tangible assets acquired, including cash of $1,980 (1) 15,517 — $ 15,517 Identifiable intangible assets 62,970 (5,600) 57,370 Goodwill 58,137 5,600 63,737 Liabilities assumed (5,134) — (5,134) Total assets acquired and liabilities assumed $ 131,490 — $ 131,490 Cash paid at HKFS Acquisition date $ 104,404 Post-closing cash consideration adjustment (514) HKFS Contingent Consideration 27,600 Total purchase price $ 131,490 ____________________________ (1) Included in tangible assets acquired were accounts receivable of $7.8 million, which primarily consisted of advisory fees receivable. As an insignificant amount of these receivables was expected to be uncollectible, the acquired amount approximates the fair value of the accounts receivable. The identifiable intangible assets were as follows (in thousands, except as otherwise indicated): Estimated Fair Value Useful Life at HKFS Acquisition Date (in months) Customer relationships $ 52,800 180 CPA firm relationships 4,070 180 Trade name 500 36 Total identified intangible assets $ 57,370 179 The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities was recorded as goodwill in the amount of $63.7 million. Goodwill consists largely of the cost, revenue, and marketing synergies expected from incorporating HKFS into our existing Wealth Management business. These synergies include, but are not limited to, increased scale, enhanced capabilities, and an integrated platform. All of the acquired goodwill recognized is deductible for income tax purposes. The preliminary estimates of the net assets acquired were based upon preliminary calculations and valuations, with these calculations and valuations being subject to change as we obtained additional information for such estimates during the measurement period. For the period from the date of the HKFS Acquisition to December 31, 2020, we adjusted the preliminary fair value estimate for our customer relationship intangible asset, resulting in a $5.6 million decrease to the customer relationship intangible asset, offset by a corresponding $5.6 million increase to goodwill. This adjustment and the corresponding impact to amortization expense had an immaterial impact on our operating results. As of December 31, 2020, the purchase price allocation for the HKFS Acquisition was considered final. We have incurred inception-to-date transaction costs related to the HKFS Acquisition of $10.8 million, of which $7.7 million and $3.1 million were recognized for the years ended December 31, 2020 and December 31, 2019, respectively. These costs were recognized as “Acquisition and integration” expense on the consolidated statements of comprehensive income (loss). The operations of HKFS are included in operating results as part of the Wealth Management segment from the date of the HKFS Acquisition. From the date of the HKFS Acquisition, HKFS contributed $19.6 million of revenue and $4.5 million of income before income taxes to our consolidated results for the year ended December 31, 2020. Pro forma financial information of the HKFS Acquisition The financial information in the table below summarizes the combined results of operations of Blucora and HKFS, on a pro forma basis, for the years ended December 31, 2020 and 2019. The pro forma results are presented as if the HKFS Acquisition had occurred on January 1, 2019 and include adjustments for amortization expense on the definite-lived intangible assets identified in the HKFS Acquisition, debt-related expenses associated with the Term Loan increase used to finance the HKFS Acquisition, acquisition and integration costs related to the HKFS Acquisition, the removal of historic interest expense for debt issuances of HKFS that were not assumed in the HKFS Acquisition, and the reduction of historic cost of revenue associated with fee-sharing arrangements that did not continue after the HKFS Acquisition. In addition, income taxes were also adjusted for the pro forma results of the combined entity. The historical results of operations for 1st Global are included in the table below as of the date of the 1st Global Acquisition. 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 HKFS Acquisition occurred on January 1, 2019 (amounts in thousands): Years Ended December 31, 2020 2019 Revenue $ 771,092 $ 751,054 Net income (321,635) 27,726 1st Global Acquisition On May 6, 2019, we closed the 1st Global Acquisition. The purchase price was paid with a combination of (i) cash on hand and (ii) the proceeds from a $125.0 million increase in our Term Loan. The purchase price was allocated to 1st Global’s tangible assets, identifiable intangible assets, and assumed liabilities based on their estimated fair values at the time of the 1st Global Acquisition. The fair values of assets acquired and liabilities assumed in the 1st Global Acquisition were as follows (in thousands): Purchase Price Allocation at December 31, 2019 Purchase Price Allocation Adjustments Since December 31, 2019 Final Purchase Price Allocation Assets acquired: Tangible assets acquired including cash of $12,389 (1) $ 38,413 $ — $ 38,413 Goodwill 117,792 (666) 117,126 Identifiable intangible assets 83,980 — 83,980 Liabilities assumed: Contingent liability (11,052) — (11,052) Deferred revenues (17,715) — (17,715) Other current liabilities (12,956) 281 (12,675) Deferred tax liabilities, net (18,462) 385 (18,077) Total assets acquired and liabilities assumed $ 180,000 $ — $ 180,000 Cash paid at the 1st Global Acquisition date $ 176,850 Cash paid after the 1st Global Acquisition date (2) 3,150 Total purchase price $ 180,000 ____________________________ (1) Included in tangible assets acquired were accounts receivable (including commissions receivable) of $6.7 million. As an insignificant amount of these receivables was expected to be uncollectible, the acquired amount approximates the fair value of the accounts receivable. (2) The Company retained $3.2 million of the purchase price of the 1st Global Acquisition, of which $2.1 million was paid to employees of 1st Global in 2019, with the remainder paid to 1st Global or former employees of 1st Global in 2020. The identifiable intangible assets were as follows (in thousands, except as otherwise indicated): Estimated Fair Value Useful Life at Financial professional relationships $ 78,400 204 Developed technology 2,980 36 Trade name 1,000 36 Training materials 900 36 Sponsor relationships 700 144 Balance as of December 31, 2019 $ 83,980 The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities was recorded as goodwill. Goodwill consists largely of synergistic opportunities for our Wealth Management business, including increased scale, enhanced capabilities, and an integrated platform of brokerage, investment advisory, and insurance services. Goodwill is not deductible for income tax purposes and is reported in our Wealth Management segment. Subsequent to December 31, 2019, we adjusted the fair values of goodwill, other current liabilities, and deferred tax liabilities, net, due to the pre-acquisition 1st Global tax returns that were filed in the first quarter of 2020. As more than one year has elapsed since the 1st Global Acquisition date, the measurement period for the 1st Global Acquisition has ended, and the purchase price allocation was considered final as of June 30, 2020. As part of the 1st Global Acquisition, we assumed a contingent liability related to a regulatory inquiry and recorded the contingent liability as part of the opening balance sheet. While the inquiry is still on-going, we evaluated a range of possible losses, resulting in a contingent liability reserve balance of $11.3 million at December 31, 2020. For the year ended December 31, 2019, we incurred transaction costs of $6.5 million associated with the 1st Global Acquisition, which were recognized as “Acquisition and integration” expenses on the consolidated statement of comprehensive income (loss). The operations of 1st Global are included in our operating results as part of the Wealth Management segment from the date of the 1st Global Acquisition. From the date of the 1st Global Acquisition, 1st Global contributed approximately $114.8 million of revenue and $0.3 million of income before income taxes to our consolidated results for the year ended December 31, 2019. Pro forma financial information of the 1st Global Acquisition The financial information in the table below summarizes the combined results of operations of Blucora and 1st Global, on a pro forma basis, for the years ended December 31, 2019 and 2018. The pro forma results are presented as if the 1st Global Acquisition had occurred on January 1, 2018 and include adjustments for amortization expense on the definite-lived intangible assets identified in the 1st Global Acquisition, debt-related expenses associated with the Term Loan increase used to finance the 1st Global Acquisition, and for the removal of acquisition-related transaction costs. Income taxes also have been adjusted for the effect of these items. The historical results of operations for HKFS are not included in the table below. 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 1st Global Acquisition occurred at the beginning of the period presented (amounts in thousands): Years Ended December 31, 2019 2018 Revenue $ 777,245 $ 734,489 Net income 36,205 41,319 Acquisition and integration expenses Acquisition and integration expenses primarily relate to transaction and integration costs for the 1st Global Acquisition and HKFS Acquisition and consist of employee-related expenses, professional services fees, and other expenses. These costs were recognized as “Acquisition and integration” expense on the consolidated statements of comprehensive income (loss). Acquisition and integration expenses were as follows (in thousands): Years Ended December 31, 2020 2019 Employee-related expenses $ 1,615 $ 5,241 Professional services 13,602 17,752 Change in fair value of HKFS Contingent Consideration (1) 8,300 — Other expenses (2) 7,568 2,770 Total acquisition and integration expenses $ 31,085 $ 25,763 ____________________________ (1) For additional information, see “Note 9—Fair Value Measurements.” (2) For the year ended December 31, 2020, we recognized a $4.1 million impairment expense related to our former headquarters building lease (acquired in the 1st Global Acquisition). For additional information, see “Note 7—Leases.” For the year ended December 31, 2020, acquisition and integration expenses included $19.7 million related to the HKFS Acquisition and $11.4 million related to the 1st Global Acquisition. For the year ended December 31, 2019, acquisition and integration expense included $22.7 million related to the 1st Global Acquisition and $3.1 million related to the HKFS Acquisition. Disposition of SimpleTax On September 4, 2019, we completed the disposition of all of the issued and outstanding stock of SimpleTax Software Inc. ( “SimpleTax” ), which was a provider of digital tax preparation services in Canada, for proceeds of $9.6 million. This amount was received in the third quarter of 2019 and is included in “Proceeds from sale of a business, net of cash” on the consolidated statement of cash flows for the year ended December 31, 2019. We also recognized a gain on the sale of $3.3 million, which is included in “Other loss, net” on the consolidated statement of comprehensive income (loss) for the year ended December 31, 2019. The sale of SimpleTax did not meet the requisite criteria to constitute discontinued operations, as the historical results of SimpleTax were not material to our consolidated results of operations. Prior to its sale, the operations of SimpleTax were included in our operating results as part of the Tax Preparation segment. |
Segment Information and Revenue
Segment Information and Revenues | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information and Revenues | Note 4: Segment Information and Revenues We have two reportable segments: (1) the Wealth Management segment and (2) the Tax Preparation segment. Our Chief Executive Officer is the 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. We do not allocate certain general and administrative costs (including personnel and overhead costs), stock-based compensation, depreciation, amortization of intangible assets, acquisition and integration costs, executive transition costs, headquarters relocation costs, or impairment of goodwill and an intangible asset to the reportable segments. Such amounts are reflected in the table below under the heading “Corporate-level activity.” In addition, we do not allocate other loss, net, or income taxes to the reportable segments. We do not report assets or capital expenditures by segment to the chief operating decision maker. Information on reportable segments currently presented to our chief operating decision maker and a reconciliation to consolidated net income (loss) are presented below (in thousands): Years Ended December 31, 2020 2019 2018 Revenue: Wealth Management $ 546,189 $ 507,979 $ 373,174 Tax Preparation 208,763 209,966 187,282 Total revenue 754,952 717,945 560,456 Operating income (loss): Wealth Management 72,195 68,292 53,053 Tax Preparation 49,621 96,249 87,249 Corporate-level activity (390,936) (164,532) (72,625) Total operating income (loss) (269,120) 9 67,677 Other loss, net (31,304) (16,915) (15,797) Income tax benefit (expense) (42,331) 65,054 (311) Net income (loss) $ (342,755) $ 48,148 $ 51,569 Wealth Management revenue recognition Wealth Management revenue primarily consists of advisory revenue, commission revenue, asset-based revenue, and transaction and fee revenue. Revenues by major category within the Wealth Management segment and the timing of Wealth Management revenue recognition was as follows (in thousands): Years Ended December 31, 2020 2019 2018 Recognized upon transaction: Advisory revenue $ — $ — $ — Commission revenue 74,788 82,604 67,351 Asset-based revenue — — — Transaction and fee revenue 6,494 3,457 3,211 Total Wealth Management revenue recognized upon transaction $ 81,282 $ 86,061 $ 70,562 Recognized over time: Advisory revenue $ 314,751 $ 252,367 $ 164,353 Commission revenue 110,413 108,446 96,850 Asset-based revenue 23,688 48,182 31,456 Transaction and fee revenue 16,055 12,923 9,953 Total Wealth Management revenue recognized over time $ 464,907 $ 421,918 $ 302,612 Total Wealth Management revenue: Advisory revenue $ 314,751 $ 252,367 $ 164,353 Commission revenue 185,201 191,050 164,201 Asset-based revenue 23,688 48,182 31,456 Transaction and fee revenue 22,549 16,380 13,164 Total Wealth Management revenue $ 546,189 $ 507,979 $ 373,174 Tax Preparation revenue recognition We generate Tax Preparation revenue from the sale of tax preparation digital services, packaged tax preparation software, ancillary services, and multiple element arrangements that may include a combination of these items. Revenues by major category within the Tax Preparation segment and the timing of Tax Preparation revenue recognition was as follows (in thousands): Years Ended December 31, 2020 2019 2018 Recognized upon transaction: Consumer $ 192,223 $ 192,438 $ 172,207 Professional 14,031 12,616 12,604 Total Tax Preparation revenue recognized upon transaction $ 206,254 $ 205,054 $ 184,811 Recognized over time: Consumer $ 3 $ 2,566 $ — Professional 2,506 2,346 2,471 Total Tax Preparation revenue recognized over time $ 2,509 $ 4,912 $ 2,471 Total Tax Preparation revenue: Consumer $ 192,226 $ 195,004 $ 172,207 Professional 16,537 14,962 15,075 Total Tax Preparation revenue $ 208,763 $ 209,966 $ 187,282 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 5: Goodwill and Other Intangible Assets Goodwill The following table presents goodwill by reportable segment (in thousands): Wealth Management Tax Preparation Total Balance as of December 31, 2018 $ 356,041 $ 192,644 $ 548,685 Acquired (1) 117,792 — 117,792 Disposed (1) — (4,102) (4,102) Balance as of December 31, 2019 473,833 188,542 662,375 Acquired (2) 63,737 — 63,737 Purchase accounting adjustments (3) (666) — (666) Impairment (270,625) — (270,625) Balance as of December 31, 2020 $ 266,279 $ 188,542 $ 454,821 Balance as of December 31, 2020 Gross goodwill $ 536,904 $ 188,542 $ 725,446 Accumulated impairment (270,625) — (270,625) Goodwill, net of accumulated impairment $ 266,279 $ 188,542 $ 454,821 ___________________________ (1) For the year ended December 31, 2019, goodwill acquired resulted from the 1st Global Acquisition, and goodwill disposed resulted from the disposition of SimpleTax. (2) For the year ended December 31, 2020, goodwill acquired resulted from the HKFS Acquisition. (3) For the year ended December 31, 2020, the goodwill purchase accounting adjustment related to the 1st Global Acquisition. Goodwill represents the cost of an acquisition less the fair value of the net identifiable assets of the acquired business. We evaluate goodwill for impairment annually, as of November 30, or more frequently when events or circumstances indicate it is more likely than not that the fair value of one or more of our reporting units is less than its carrying amount. To determine whether it is necessary to perform a goodwill impairment test, we first assess qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. We may elect to perform a goodwill impairment test without completing a qualitative assessment. Beginning in March 2020, the COVID-19 pandemic had a significant negative impact on the U.S. and global economy and caused substantial disruption in the U.S. and global securities markets, and as a result, negatively impacted certain key Wealth Management business drivers, such as client asset levels and interest rates. These macroeconomic and Company-specific factors, in totality, served as a triggering event that resulted in the testing of the goodwill of the Wealth Management reporting unit and the Tax Preparation reporting unit for potential impairment. As part of the goodwill impairment test, we compared the estimated fair values of the Wealth Management and Tax Preparation reporting units to their respective carrying values. Estimated fair value was calculated using Level 3 inputs and utilized a blended valuation method that factored in the income approach and the market approach. The income approach estimated fair value by using the present value of future discounted cash flows. Significant estimates used in the discounted cash flow model included our forecasted cash flows, our long-term rates of growth, and our weighted average cost of capital. The weighted average cost of capital factors in the relevant risk associated with business-specific characteristics and the uncertainty related to the ability to achieve our projected cash flows. The market approach estimated fair value by taking income-based valuation multiples for a set of comparable companies and applying the valuation multiple to each reporting unit’s income. For the Wealth Management reporting unit, the carrying value of the reporting unit exceeded its fair value by $270.6 million . Therefore, we recorded an impairment of goodwill of $270.6 million in the first quarter of 2020. For the Tax Preparation reporting unit, the carrying value of the reporting unit was significantly below its fair value, and therefore, no impairment of goodwill was deemed necessary. No goodwill impairment triggering events were identified for the remainder of the year ended December 31, 2020. In addition, we performed our annual goodwill impairment evaluation as of November 30, 2020 and concluded that there were no indicators of impairment. The Wealth Management reporting unit is considered to be at risk for a future impairment of its goodwill in the event of a further decline in general economic, market, or business conditions, or any significant unfavorable changes in our forecasted revenue, expenses, cash flows, weighted average cost of capital, and/or market valuation multiples. We will continue to monitor for events and circumstances that could negatively impact the key assumptions in determining the fair value of the Wealth Management reporting unit. Intangible Assets Intangible assets other than goodwill consisted of the following (in thousands): December 31, 2020 December 31, 2019 Weighted Average Amortization Period (months) Gross carrying amount Accumulated amortization Net Gross carrying amount Accumulated amortization Net Definite-lived intangible assets: Financial professional relationships 181 $ 318,700 $ (92,436) $ 226,264 $ 318,700 $ (71,066) $ 247,634 Sponsor relationships 155 17,200 (4,680) 12,520 17,200 (3,705) 13,495 Technology 13 16,470 (14,026) 2,444 46,952 (41,335) 5,617 Trade names 22 3,100 (1,346) 1,754 2,600 (396) 2,204 Customer relationships 174 57,143 (1,784) 55,359 101,575 (100,518) 1,057 CPA firm relationships 174 4,070 (136) 3,934 — — — Curriculum 17 900 (496) 404 1,700 (996) 704 Total definite-lived intangible assets 417,583 (114,904) 302,679 488,727 (218,016) 270,711 Indefinite-lived intangible assets: Trade name 19,500 — 19,500 19,500 — 19,500 Total intangible assets $ 437,083 $ (114,904) $ 322,179 $ 508,227 $ (218,016) $ 290,211 Amortization expense was as follows (in thousands): Years Ended December 31, 2020 2019 2018 Statement of comprehensive income line item: Cost of revenue $ — $ — $ 99 Amortization of other acquired intangible assets 29,745 37,357 33,487 Total amortization expense $ 29,745 $ 37,357 $ 33,586 Expected amortization of definite-lived intangible assets held as of December 31, 2020 was as follows (in thousands): 2021 $ 28,185 2022 24,980 2023 23,666 2024 23,106 2025 22,427 Thereafter 180,315 Total $ 302,679 Intangible asset impairment In September 2019, we announced a rebranding of our Wealth Management business to Avantax Wealth Management (the “2019 Rebranding” ). In connection with the 2019 Rebranding, HD Vest (which comprised all of the Wealth Management business prior to the 1st Global Acquisition) was renamed Avantax Wealth Management in September 2019, and 1st Global converted in late October 2019. As a result, the Company evaluated the HD Vest trade name indefinite-lived asset by performing a quantitative impairment test of that intangible asset. This test compared the carrying value of the HD Vest trade name asset to its fair value. We utilized Level 3 fair value measurements in estimating fair value using the present value of future discounted cash flows, an income approach. The significant estimates used in the discounted cash flow model include the weighted-average cost of capital and long-term rates of revenue growth. The weighted-average cost of capital considered the relevant risk associated with business-specific characteristics and the uncertainty related to the ability to achieve the projected cash flows. These estimates and the resulting valuations required significant judgment. The carrying value of our indefinite-lived intangible asset related to the trade names within our Wealth Management business prior to the 2019 Rebranding was $52.5 million. The quantitative impairment test determined that the carrying value of the HD Vest trade name exceeded its fair value. As a result, we recognized an impairment charge of $50.9 million on the “Impairment of goodwill and an intangible asset” line on the consolidated statement of comprehensive income (loss) for the year ended December 31, 2019. For segment purposes, the impairment of intangible asset is in “Corporate-level activity.” Following the impairment, the remaining useful life of the HD Vest trade name asset was estimated to be three years. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 6: Debt Our debt consisted of the following (in thousands): December 31, 2020 December 31, 2019 Unamortized Unamortized Principal amount Discount Debt issuance costs Net carrying value Principal amount Discount Debt issuance costs Net carrying value Senior secured credit facility $ 563,156 $ (4,173) $ (4,646) $ 554,337 $ 399,687 $ (1,366) $ (5,608) $ 392,713 Less: Current portion of long-term debt, net (1,784) (11,228) Long-term debt, net $ 552,553 $ 381,485 In May 2017, we entered into a credit agreement (as the same has been amended, the “Credit Agreement” ) with a syndicate of lenders that provides for a term loan facility (the “Term Loan” ) and a revolving line of credit (including a letter of credit sub-facility) (the “Revolver” ) for working capital, capital expenditures, and general business purposes (as amended, the “ Senior Secured Credit Facility ” ). Credit Agreement Amendments No. 1 and No. 2 In November 2017, we amended the Credit Agreement in order to refinance and reprice the initial Term Loan. In May 2019, we amended the Credit Agreement to, among other things, increase the outstanding principal amount of the Term Loan by $125.0 million to finance the 1st Global Acquisition. Credit Agreement Amendment No. 3 The Senior Secured Credit Facility includes financial and operating covenants, including a Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) that governs the Revolver. On May 1, 2020, we entered into Amendment No. 3 to the Credit Agreement ( “Credit Agreement Amendment No. 3” ). This amendment amended the Credit Agreement to, among other things: (i) provide that, during the period commencing on the effective date of Credit Agreement Amendment No. 3 and ending on December 31, 2020 (the “Third Amendment Relief Period” ), if an advance under the Revolver was requested, then the Company was required to be in pro forma compliance with certain covenants, (ii) provide that, for purposes of determining compliance with the Consolidated Total Net Leverage Ratio for the Revolver, during the Third Amendment Relief Period certain limitations to add-backs did not apply when calculating Consolidated EBITDA (as defined in the Credit Agreement), (iii) solely with respect to the Revolver, add restrictions on certain restricted payments during the Third Amendment Relief Period, and (iv) solely with respect to the Revolver, if the Revolver usage was over $0 on the last day of any calendar quarter during the Third Amendment Relief Period, impose a minimum liquidity financial covenant that would require the Company and its Restricted Subsidiaries (as defined in the Credit Agreement) to maintain liquidity of at least $115.0 million on the last day of such quarter. Solely with respect to the Revolver and solely if the Revolver usage exceeded $0 on the last day of any calendar quarter during the Third Amendment Relief Period, Credit Agreement Amendment No. 3 increased the maximum Consolidated Total Net Leverage Ratio to (i) 5.75 to 1.00 for the fiscal quarter ended June 30, 2020 and (ii) 3.75 to 1.00 for the fiscal quarters ending September 30, 2020 and December 31, 2020. Credit Agreement Amendment No. 4 On July 1, 2020, the Company entered into Amendment No. 4 to the Credit Agreement ( “Credit Agreement Amendment No. 4” ) in connection with the closing of the HKFS Acquisition. Pursuant to Credit Agreement Amendment No. 4, the Credit Agreement was amended to, among other things, (i) increase the Term Loan by an aggregate principal amount of $175.0 million and (ii) increase the applicable margin under the Term Loan to 4.00% for Eurodollar Rate Loans (as defined in the Credit Agreement) and 3.00% for ABR Loans (as defined in the Credit Agreement). As of December 31, 2020, the applicable interest rate on the Term Loan was 5.00%. Approximately $104.4 million of the proceeds from the increase to the Term Loan were used to fund the purchase price of the HKFS Acquisition, as well as to pay related fees and expenses. We intend to use the remainder of the proceeds from the increase to the Term Loan for additional working capital. The increase in the Term Loan resulted in non-capitalizable debt issuance costs of $3.7 million that were recognized as expense in “Other loss, net” on the consolidated statement of comprehensive income (loss) for the year ended December 31, 2020. The Company is required to make mandatory annual prepayments on the Term Loan in certain circumstances, including in the event that the Company generates Excess Cash Flow (as defined in the Credit Agreement) in a given fiscal year. The Credit Agreement permits the Company to voluntarily prepay the Term Loan without premium or penalty. The Company is required to make principal amortization payments on the Term Loan quarterly on the last business day of each March, June, September and December, beginning on September 30, 2020, in an amount equal to $0.5 million (subject to reduction for prepayments), with the remaining principal amount of the Term Loan due on the maturity date of May 22, 2024. The future principal payments on the Term Loan as of December 31, 2020 are as follows (in thousands): 2021 $ 1,812 2022 1,812 2023 1,812 2024 557,720 Total future principal payments on the Term Loan $ 563,156 Depending on our Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement), the applicable interest rate margin on the Revolver is 2.75% to 3.25% for Eurodollar Rate loans and 1.75% to 2.25% for ABR loans. Interest is payable at the end of each interest period. As of December 31, 2020, the Senior Secured Credit Facility provided up to $740.0 million of borrowings and consisted of a committed $65.0 million under the Revolver and a $675.0 million Term Loan that mature on May 22, 2022 and May 22, 2024, respectively. Obligations under the Senior Secured Credit Facility are guaranteed by certain of the Company’s subsidiaries and secured by substantially all the assets of the Company and certain of its subsidiaries (including certain subsidiaries acquired in the HKFS Acquisition and certain other material subsidiaries). The Senior Secured Credit Facility includes 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, 2020, we had $563.2 million in principal amount outstanding under the Term Loan and no amounts outstanding under the Revolver. Based on aggregate loan commitments as of December 31, 2020, approximately $65.0 million was available for future borrowing under the Senior Secured Credit Facility, subject to customary terms and conditions. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 7: Leases Our leases are primarily related to office space and are classified as operating leases. For the years ended December 31, 2020 and December 31, 2019, operating lease expense, net of sublease income, was recognized in “General and administrative” expense (for net lease expense related to leases used in our operations) and “Acquisition and integration” expense (for net lease expense related to the unoccupied lease resulting from the 1st Global Acquisition) on the consolidated statements of comprehensive income (loss). For the year ended December 31, 2018, we recognized rent expense of $4.7 million that was recognized in “General and administrative” expense on the consolidated statements of comprehensive income (loss). Lease expense, cash paid on operating lease liabilities, and lease liabilities obtained from new ROU assets for the years ended December 31, 2020 and December 31, 2019 were as follows (in thousands): Years ended December 31, 2020 2019 Fixed lease expense $ 6,762 $ 5,224 Variable lease expense 893 1,315 Lease expense, before sublease income 7,655 6,539 Sublease income (1,235) (1,287) Total lease expense, net of sublease income $ 6,420 $ 5,252 Additional lease information: Cash paid on operating lease liabilities $ 3,818 $ 7,339 Lease liabilities obtained from new right-of-use assets $ 21,766 $ 15,829 As of December 31, 2020, our weighted-average remaining operating lease term was approximately 11 years, and our weighted-average operating lease discount rate was 5.4%. Operating leases were recorded on the consolidated balance sheets as follows (in thousands): December 31, 2020 December 31, 2019 Lease liabilities—current $ 2,304 $ 3,223 Lease liabilities—long-term 36,404 5,865 Total operating lease liabilities $ 38,708 $ 9,088 The maturities of our operating lease liabilities as of December 31, 2020 are as follows (in thousands): Undiscounted cash flows: 2021 $ 2,667 2022 5,056 2023 5,138 2024 5,077 2025 5,013 Thereafter 30,324 Total undiscounted cash flows $ 53,275 Imputed interest (14,567) Present value of cash flows $ 38,708 Lease liabilities obtained from new ROU assets were $21.8 million and $15.8 million for the years ended December 31, 2020 and December 31, 2019, respectively. In 2019, we signed a new corporate headquarters lease, which commenced in January 2020 and, therefore, an ROU asset of $20.7 million and a lease liability of $20.4 million was reflected on the consolidated financial statements beginning in January 2020. The new headquarters lease is classified as an operating lease, and the term of the lease extends to June 2033. Lease payments begin in August 2021 and will result in $45.2 million in undiscounted fixed lease payments, which are partially offset by a $9.7 million tenant improvement allowance. Under the new lease, we will also make variable payments for operating expenses and utilities. As part of the HKFS Acquisition, we acquired various operating leases, for which we recognized an ROU asset of $1.5 million and a lease liability of $1.4 million as of the HKFS Acquisition date. The acquired leases primarily relate to office spaces and have remaining lease terms ranging from one year to four years. In addition, in July 2020, we began subleasing a portion of our former office building (acquired in the 1st Global Acquisition) located in Dallas, TX. As the terms of the sublease were at rental rates below those of the original building lease, we tested the related asset group (which consisted of the ROU asset and leasehold improvements) for impairment by comparing the estimated fair value of the asset group to its carrying value. Estimated fair value was calculated using a discounted cash flow analysis that utilized Level 3 inputs, which included forecasted cash flows and a discount rate derived from market data. As the carrying value of the asset group exceeded its estimated fair value, we determined the asset group to be impaired. As a result, we recognized impairment expense of $4.1 million, which was included in “Acquisition and integration” expense on the consolidated statement of comprehensive income (loss) for the year ended December 31, 2020. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Note 8: Balance Sheet Components Prepaid expenses and other current assets, net consisted of the following (in thousands): December 31, 2020 2019 Prepaid expenses $ 9,643 $ 11,787 Other current assets 678 562 Total prepaid expenses and other current assets, net $ 10,321 $ 12,349 Property and equipment, net, consisted of the following (in thousands): December 31, 2020 2019 Internally developed software $ 22,983 $ 13,046 Computer equipment and data center 7,807 6,998 Purchased software 7,300 5,404 Leasehold improvements and other 17,647 4,624 Airplane 3,770 — Office furniture 6,116 1,221 Office equipment 2,536 1,314 68,159 32,607 Accumulated depreciation (23,712) (19,172) 44,447 13,435 Capital projects in progress 14,053 5,271 Total property and equipment, net $ 58,500 $ 18,706 Total depreciation expense was $10.2 million, $6.9 million, and $5.0 million for the years ended December 31, 2020, 2019, and 2018, respectively. The net book value of internally-developed software was $26.6 million and $12.8 million at December 31, 2020 and 2019, respectively. We recorded depreciation expense for internally-developed software of $5.4 million, $3.2 million, and $1.5 million for the years ended December 31, 2020, 2019, and 2018, respectively. Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2020 2019 Salaries and related expenses $ 19,317 $ 15,053 Contingent liability from 1st Global Acquisition 11,328 11,052 Retained purchase price from 1st Global Acquisition — 1,050 Accrued vendor and advertising costs 2,606 4,351 HKFS Contingent Consideration liability (1) 17,900 — Other 5,268 4,638 Total accrued expenses and other current liabilities $ 56,419 $ 36,144 ____________________________ (1) Represents the short-term portion of the HKFS Contingent Consideration liability. The long-term portion of the HKFS Contingent Consideration liability was classified in “Other long-term liabilities” on the consolidated balance sheet. In 2018, we received $9.3 million of incentives from our new clearing firm provider. These incentives are reported in current and long-term deferred revenue on the consolidated balance sheets. As these incentives are amortized, the amortized amount reduces operating expenses. As of December 31, 2020, $0.9 million and $6.2 million were reported in current and long-term deferred revenue, respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9: Fair Value Measurements In accordance with ASC 820, Fair Value Measurements and Disclosures , certain of our assets and liabilities are carried at fair value and are valued using inputs that 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 our own assumptions. Assets and liabilities measured on a recurring basis The fair value hierarchy of our financial assets and liabilities carried at fair value and measured on a recurring basis was as follows (in thousands): December 31, 2020 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 $ 4,290 $ 4,290 $ — $ — Total assets at fair value $ 4,290 $ 4,290 $ — $ — HKFS Contingent Consideration $ 35,900 $ — $ — $ 35,900 Total liabilities at fair value $ 35,900 $ — $ — $ 35,900 December 31, 2019 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 $ 4,264 $ 4,264 $ — $ — Total assets at fair value $ 4,264 $ 4,264 $ — $ — Cash equivalents are classified within Level 1 of the fair value hierarchy because we value them utilizing quoted prices in active markets. The HKFS Contingent Consideration liability relates to the potential earn-out payments resulting from the HKFS Acquisition (see “Note 3—Acquisitions and Disposition”). As of December 31, 2020, the fair value of the HKFS Contingent Consideration was $35.9 million. The estimated fair value of HKFS Contingent Consideration was determined using a Monte Carlo simulation model in a risk neutral framework with the underlying simulated variable of advisory asset levels and the related achievement of certain advisory asset growth levels. The Monte Carlo simulation model utilized Level 3 inputs, which included forecasted advisory asset levels at July 1, 2021 and July 1, 2022, a risk-adjusted discount rate (which reflects the risk in the advisory asset projection) of 12.8%, volatility of 34.9%, and a credit spread of 2.7%. Significant increases to the discount rate, volatility, or credit spread inputs would have resulted in a significantly lower fair value measurement, with a similar inverse relationship existing for significant decreases to these inputs. A significant increase to the forecasted advisory asset levels would have resulted in a significantly higher fair value measurement, while a significant decrease to the forecasted advisory asset levels would have resulted in a significantly lower fair value measurement. A reconciliation of the HKFS Contingent Consideration liability is as follows (in thousands): HKFS Contingent Consideration Liability Balance as of December 31, 2019 $ — Recognized at HKFS Acquisition 27,600 Valuation loss included in net income (loss) (1) 8,300 Balance as of December 31, 2020 $ 35,900 ____________________________ (1) Recognized in “Acquisition and integration” expense on the consolidated statement of comprehensive income (loss) for the year ended December 31, 2020. Fair value of financial instruments We consider 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. As of December 31, 2020, the Term Loan’s principal amount was $563.2 million, and the fair value of the Term Loan’s principal amount was $561.7 million. The fair value of the Term Loan’s principal amount was based on Level 2 inputs from a third-party market quotation. As of December 31, 2019, the Term Loan’s principal amount approximated its fair value as the Term Loan is a variable rate instrument, and its applicable margin at that date approximated market conditions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10: Commitments and Contingencies Purchase commitments Our purchase commitments primarily consist of outsourced IT and marketing services, commitments to our portfolio management tool vendor, commitments to our clearing firm provider, and commitments for financial professional support programs. As of December 31, 2020, our purchase commitments for the next five years and thereafter are as are as follows (in thousands): 2021 $ 16,072 2022 8,930 2023 7,629 2024 5,546 2025 4,671 Thereafter 7,969 Total purchase commitments $ 50,817 Litigation From time to time, we are subject to various legal proceedings or claims that arise in the ordinary course of business. We accrue a liability when management believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Although we believe 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. Aside from the contingent liability related to the 1st Global Acquisition that is described in “Note 3—Acquisitions and Disposition,” we are not currently party to any such matters for which we have incurred a material liability on our consolidated balance sheets. We have entered into indemnification agreements in the ordinary course of business with our officers and directors. Pursuant to these agreements, we may be obligated to advance payment of legal fees and costs incurred by the defendants pursuant to our obligations under these indemnification agreements and applicable Delaware law. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 11: Stockholders' Equity Stock Repurchase Plan On March 19, 2019, we announced that our board of directors authorized a stock repurchase plan pursuant to which we may repurchase up to $100.0 million of our common stock. Pursuant to the plan, share repurchases may be made through a variety of methods, including open market or privately negotiated transactions. The timing and number of shares repurchased depends on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. For the year ended December 31, 2019, we repurchased 1.3 million shares of our common stock for an aggregate purchase price of $28.4 million. There were no stock repurchases for the year ended December 31, 2020 or the year ended December 31, 2018. Accumulated other comprehensive loss The following table provides information about activity in accumulated other comprehensive loss (in thousands): Foreign currency translation adjustment Total Balance as of December 31, 2017 $ (4) $ (4) Other comprehensive loss (442) (442) Balance as of December 31, 2018 (446) (446) Other comprehensive income 174 174 Balance as of December 31, 2019 (272) (272) Other comprehensive income 272 272 Balance as of December 31, 2020 $ — $ — 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 in 2015, the former management of HD Vest retained an ownership interest in that business. We were party to put and call arrangements that became exercisable beginning in the first quarter of 2019 with respect to those interests. These put and call arrangements allowed certain former members of HD Vest management to require us to purchase their interests or allow us to acquire such interests for cash, respectively, within ninety days after we filed our Annual Report on Form 10-K for the year ended December 31, 2018, which occurred on March 1, 2019. The redemption value of the arrangements was based upon several factors, including, among others, our implied enterprise value, our implied equity value and certain of our financial performance measures. To the extent that the redemption value of these interests exceeded the value determined by adjusting the carrying value for the subsidiary’s attribution of net income (loss), the value of such interests was adjusted to the redemption value with a corresponding adjustment to additional paid-in capital; this occurred in the third quarter of 2018, and we recorded an adjustment of $6.0 million for the year ended December 31, 2018. The redemption amount of noncontrolling interests was $24.9 million as of December 31, 2018. In the second quarter of 2019, all of these arrangements were settled in cash for $24.9 million. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 12: Stock-based Compensation 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 our common stock, subject to an annual maximum dollar amount. The purchase price is the lesser of 85% of the fair market value of common stock on the first day or on the last day of an offering period. An aggregate of 2.7 million shares of common stock are authorized for issuance under the ESPP. Of this amount, 0.8 million shares were available for issuance as of December 31, 2020. We issue new shares upon purchase through the ESPP. Stock Incentive Plan We may grant incentive or non-qualified stock options, stock, restricted stock, time-based and performance-based restricted stock units (collectively, “ RSUs ” ), stock appreciation rights, and performance shares or performance units to employees, non-employee directors, and financial professionals. In 2018, our stockholders approved the Blucora, Inc. 2018 Long-term Incentive Plan (the “2018 Plan” ), which replaced the Blucora, Inc. 2015 Incentive Plan (as amended and restated). Upon approval of the 2018 Plan, we have granted all RSUs and options under the 2018 Plan, except for inducement awards made under the Blucora, Inc. 2016 Equity Inducement Plan. Stock options and RSUs generally vest over a period of one stated performance goals or market-based conditions. In addition, stock options expire seven years from the date of grant. There are a few exceptions to this vesting schedule, which provide for vesting at different rates. We issue new shares upon the exercise of stock options and upon the vesting of RSUs. If a stock option or RSU is surrendered or otherwise unused, the related shares will continue to be available for issuance under the 2018 Plan. A summary of stock options and RSUs at December 31, 2020 is as follows: Number of shares authorized for awards 12,277,883 Options and RSUs outstanding 2,865,692 Options and RSUs expected to vest 2,510,231 Options and RSUs available for grant 6,548,963 For the year ended December 31, 2020, the following activity occurred under our stock incentive plans: Number of Options Weighted average exercise price Intrinsic value Weighted average remaining contractual term (in years) Stock options: Outstanding at December 31, 2019 1,614,307 $ 19.16 Granted 803,210 $ 17.21 Forfeited (1) (382,866) $ 25.49 Expired (657,898) $ 17.16 Exercised (12,426) $ 7.61 Outstanding at December 31, 2020 1,364,327 $ 17.31 $ 2,738 4.8 Exercisable at December 31, 2020 601,055 $ 17.83 $ 966 3 Vested and expected to vest after December 31, 2020 1,233,665 $ 17.45 $ 2,396 4.6 ____________________________ (1) Forfeited stock options included 368,678 stock options related to executive departures in 2020. Number of Units Weighted average grant date fair value Intrinsic value Weighted average remaining contractual term (in years) RSUs: Outstanding at December 31, 2019 1,356,695 $ 28.22 Granted 949,142 $ 19.06 Forfeited (1) (596,550) $ 27.04 Vested (207,922) $ 26.11 Outstanding at December 31, 2020 1,501,365 $ 23.19 $ 23,888 1.2 Expected to vest after December 31, 2020 1,276,566 $ 23.21 $ 20,310 1.1 ____________________________ (1) Forfeited RSUs included 444,657 RSUs related to executive departures in 2020. Supplemental information is presented below: Years Ended December 31, 2020 2019 2018 Stock options: Weighted average grant date fair value per option granted $ 6.04 $ 8.88 $ 7.68 Total intrinsic value of options exercised (in thousands) $ 71 $ 17,674 $ 27,759 Total fair value of options vested (in thousands) $ 4,488 $ 2,593 $ 4,142 RSUs: Weighted average grant date fair value per unit granted $ 19.06 $ 28.89 $ 26.89 Total intrinsic value of units vested (in thousands) $ 4,115 $ 10,679 $ 16,452 Total fair value of units vested (in thousands) $ 6,182 $ 6,368 $ 6,069 We account for stock-based compensation in accordance with ASC 718, Stock Compensation , which requires that compensation related to all share-based awards (including stock options, RSUs, and ESPP shares) be recognized in the consolidated financial statements. Amounts recognized for stock-based compensation expense on the consolidated statements of comprehensive income (loss) were as follows (in thousands): Years Ended December 31, 2020 2019 2018 Cost of revenue $ 5,129 $ 4,082 $ 1,467 Engineering and technology 795 715 766 Sales and marketing 1,776 346 2,424 General and administrative (1) 2,366 11,157 8,596 Total $ 10,066 $ 16,300 $ 13,253 ____________________________ (1) Stock-based compensation expense for the year ended December 31, 2020 was reduced by $8.5 million related to the reversal of stock-based compensation expense due to: (1) forfeitures resulting from executive departures and (2) the reversal of stock-based compensation expense for performance-based RSUs that are not expected to vest. To estimate stock-based compensation expense, we used the Black-Scholes-Merton valuation method with the following assumptions for stock options granted: Years Ended December 31, 2020 2019 2018 Risk-free interest rate 0.24% - 1.62% 2.28% - 2.88% 1.82% - 2.54% Expected dividend yield 0 % 0 % 0 % Expected volatility 39% - 56% 38% - 42% 38% - 42% Expected life 3.5 3.6 3.6 The risk-free interest rate was based on the implied yield available on U.S. Treasury issues with an equivalent remaining term. The expected dividend yield was zero since we have not paid a dividend since 2008. The expected volatility was based on historical volatility of our 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, 2020, total unrecognized stock-based compensation expense related to unvested stock awards was as follows: Expense (in thousands) Weighted average period over which to be recognized (in years) Stock options $ 1,515 1.5 RSUs 12,306 1.4 Total $ 13,821 1.4 |
Other Loss, Net
Other Loss, Net | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Other Loss, Net | Note 13: Other Loss, Net “Other loss, net” on the consolidated statements of comprehensive income (loss) consisted of the following (in thousands): Years Ended December 31, 2020 2019 2018 Interest expense $ 24,570 $ 19,017 $ 15,610 Amortization of debt issuance costs 1,372 1,042 833 Accretion of debt discounts 693 228 163 Total interest expense 26,635 20,287 16,606 Interest income (65) (449) (349) Gain on sale of a business (1) (349) (3,256) — Non-capitalized debt issuance expenses 3,687 — — Loss on debt extinguishment and modification expense — — 1,534 Other (2) 1,396 333 (1,994) Other loss, net $ 31,304 $ 16,915 $ 15,797 ____________________________ (1) For the year ended December 31, 2019, we recognized a $3.3 million gain on the sale of SimpleTax. See Note 3—Acquisitions and Disposition for additional information. For the year ended December 31, 2020, we recognized a $0.3 million gain on sale due to a net working capital true-up related to the sale of SimpleTax in the third quarter of 2020. (2) For the year ended December 31, 2018, we had a $2.1 million gain on the sale of an investment. |
401 (k) Plan
401 (k) Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
401 (k) Plan | Note 14: 401(k) Plan We have a 401(k) savings plan covering our employees. Eligible employees may contribute through payroll deductions. Pursuant to a continuing resolution by our board of directors, we match a portion of the 401(k) contributions made by our employees. The amount we have contributed ranges from 1% to 4% of an employee’s salary, depending upon the percentage contributed by the employee. For the years ended December 31, 2020, 2019, and 2018, we contributed $2.8 million, $2.4 million, and $1.9 million, respectively, to our employees’ 401(k) plans. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15: Income Taxes Income (loss) before income taxes consisted of the following (in thousands): Years Ended December 31, 2020 2019 2018 United States $ (300,424) $ (18,088) $ 51,385 Foreign — 1,182 495 Income (loss) before income taxes $ (300,424) $ (16,906) $ 51,880 Income tax expense (benefit) consisted of the following (in thousands): Years Ended December 31, 2020 2019 2018 Current: U.S. federal $ — $ (732) $ (42) State 1,272 2,901 3,230 Foreign — 333 157 Total current expense 1,272 2,502 3,345 Deferred: U.S. federal 40,857 (62,580) (3,035) State 202 (4,970) 37 Foreign — (6) (36) Total deferred expense (benefit) 41,059 (67,556) (3,034) Income tax expense (benefit) $ 42,331 $ (65,054) $ 311 Income tax expense (benefit) differed from the amount calculated by applying the statutory federal income tax rate of 21% as follows (in thousands): Years Ended December 31, 2020 2019 2018 Income tax expense (benefit) at the statutory federal income tax rate $ (63,089) $ (3,550) $ 10,895 Non-deductible compensation 1,681 1,933 2,796 Non-deductible acquisition-related transaction costs — 1,359 — State income taxes, net of federal benefit 1,053 (1,897) 2,014 Uncertain tax positions and audit settlements (575) (1,227) 473 Research and development credit — — (552) Excess tax (benefits) and deficiencies of stock-based compensation 1,004 (4,100) (6,851) Valuation allowances 23,911 (56,881) (8,537) Non-deductible goodwill 56,831 — — Net operating loss write-off 21,051 — — Other 464 (691) 73 Income tax expense (benefit) $ 42,331 $ (65,054) $ 311 The primary difference between the statutory tax rate and the annual effective tax rate was non-deductible goodwill, the valuation allowance, and the net operating loss write-off, as discussed further below. Other differences between the statutory rate and the annual effective tax rate are related to excess tax deficiencies for stock compensation, uncertain tax positions, state taxes, and non-deductible compensation. The tax effect of temporary differences and net operating loss carryforwards that gave rise to our deferred tax assets and liabilities were as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Net operating loss and credit carryforwards $ 54,196 $ 84,684 Capital loss 22,753 22,948 Accrued compensation 7,094 6,686 Stock-based compensation 4,848 4,986 Deferred revenue 3,935 4,042 Lease liability 9,193 2,133 Other, net 3,583 3,833 Total gross deferred tax assets 105,602 129,312 Valuation allowance (67,735) (43,824) Deferred tax assets, net of valuation allowance 37,867 85,488 Deferred tax liabilities: Amortization (59,580) (69,668) Depreciation (1,947) (2,521) Right-of-use assets (5,571) (2,382) Other, net (1,432) (920) Total gross deferred tax liabilities (68,530) (75,491) Net deferred tax assets (liabilities) $ (30,663) $ 9,997 At December 31, 2020, we evaluated the need for a valuation allowance for deferred tax assets based upon our assessment of whether it is more likely than not that we will generate sufficient future taxable income necessary to realize the deferred tax benefits. We maintain a valuation allowance against our 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. We also have a deferred tax asset related to the net operating losses ( “NOLs” ) that we believe is more likely than not to expire before utilization. In 2020, we increased the valuation allowance by $23.9 million because we believe this portion of NOLs is more likely than not to not be realized. The changes in the valuation allowance for deferred tax assets are shown below (in thousands): Years Ended December 31, 2020 2019 2018 Balance at beginning of year $ 43,824 $ 100,705 $ 109,242 Increase (decrease) in valuation allowance—future year utilization 18,136 (45,651) — Increase (decrease) in valuation allowance—current year utilization 5,047 (10,943) (8,597) Increase (decrease) in valuation allowance—other 728 (287) 60 Balance at end of year $ 67,735 $ 43,824 $ 100,705 As of December 31, 2020, our U.S. federal and state net operating loss carryforwards for income tax purposes were $249.2 million and $27.9 million, respectively, which primarily related to excess tax benefits for stock-based compensation. If unutilized, our federal net operating loss carryforwards will expire between 2021 and 2037, with the majority of them expiring between 2021 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, 2020 2019 2018 Balance at beginning of year $ 19,483 $ 22,590 $ 22,625 Gross increases for tax positions of prior years — — 516 Gross decreases for tax positions of prior years (11,972) (1,858) (508) Gross increases for tax positions of current year — 60 — Purchase accounting for 1st Global Acquisition (35) 442 — Settlements with taxing authorities — (563) — Statute of limitations expirations — (1,188) (43) Balance at end of year $ 7,476 $ 19,483 $ 22,590 The total amount of unrecognized tax benefits that could affect our effective tax rate if recognized was $2.8 million and $6.3 million as of December 31, 2020 and 2019, respectively. The remaining $4.7 million and $13.2 million was not recognized on the consolidated balance sheets as of December 31, 2020 and 2019, respectively, and 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 and, various state jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2015, 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, 2020, no significant adjustments have been proposed relative to our tax positions. For the year ended December 31, 2020, the amount recognized for interest and penalties related to uncertain tax positions was immaterial. For the year ended December 31, 2019, we reversed $0.4 million of interest and penalties related to uncertain tax positions. For the year ended December 31, 2018, we recognized $0.4 million of interest and penalties related to uncertain tax positions. We had $1.5 million and $1.4 million accrued for interest and penalties as of December 31, 2020 and 2019, respectively. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 16: Net Income (Loss) Per Share “Basic net income (loss) per share” is calculated using the weighted average number of common shares outstanding during the applicable period. “Diluted net income (loss) per share” is calculated using the weighted average number of common shares outstanding plus the number of dilutive potential common shares outstanding during the applicable 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 calculation of diluted net income per share if their effect is antidilutive. The calculation of basic and diluted net income (loss) per share attributable to Blucora, Inc. is as follows (in thousands): Years Ended December 31, 2020 2019 2018 Numerator: Net income (loss) $ (342,755) $ 48,148 $ 51,569 Net income attributable to noncontrolling interests — — (935) Adjustment of redeemable noncontrolling interests (1) — — (5,977) Net income (loss) attributable to Blucora, Inc. shareholders after adjustment of redeemable noncontrolling interests $ (342,755) $ 48,148 $ 44,657 Denominator: Basic weighted average common shares outstanding 47,978 48,264 47,394 Dilutive potential common shares — 1,018 1,987 Diluted weighted average common shares outstanding 47,978 49,282 49,381 Net income (loss) per share attributable to Blucora, Inc.: Basic net income (loss) per share $ (7.14) $ 1.00 $ 0.94 Diluted net income (loss) per share $ (7.14) $ 0.98 $ 0.90 Shares excluded (2) 2,936 1,150 354 ____________________________ (1) For the year ended December 31, 2018, the redemption value adjustment for our redeemable noncontrolling interest was deducted from net income for purposes of calculating net income per share attributable to Blucora, Inc. This redeemable noncontrolling interest was subsequently redeemed in 2019. See “Note 11—Stockholders' Equity” for further discussion of redeemable noncontrolling interests. (2) Potential common shares were excluded from the calculation of diluted net income (loss) per share for these periods because their effect would have been anti-dilutive. For the year ended December 31, 2020, all potential common shares were excluded from the calculation of diluted net loss per share as their effect would have been anti-dilutive due to the net loss recognized. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Segments | Segments We have two reportable segments: (1) the Wealth Management segment and (2) the Tax Preparation segment. |
Principles of consolidation | Principles of consolidation and use of estimates 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. Actual amounts may differ from estimates. |
Cash equivalents | We generally invest our available cash in high-quality marketable investments. These investments include money market funds invested in securities issued by agencies of the U.S. government. We may invest, from time-to-time, in other vehicles, such as debt instruments issued by the U.S. federal government and its agencies, international governments, municipalities and publicly held corporations, as well as commercial paper and insured time deposits with commercial banks. Specific holdings can vary from period to period depending upon our cash requirements. Such investments are reported at fair value on the consolidated balance sheets. Cash segregated under federal and other regulations is held in a separate bank account for the exclusive benefit of our Avantax Wealth Management business clients and is considered restricted cash. |
Short-term investments | We generally invest our available cash in high-quality marketable investments. These investments include money market funds invested in securities issued by agencies of the U.S. government. We may invest, from time-to-time, in other vehicles, such as debt instruments issued by the U.S. federal government and its agencies, international governments, municipalities and publicly held corporations, as well as commercial paper and insured time deposits with commercial banks. Specific holdings can vary from period to period depending upon our cash requirements. Such investments are reported at fair value on the consolidated balance sheets. |
Accounts receivable | Accounts receivable Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts. The allowance for doubtful accounts was not material at December 31, 2020 and 2019. |
Property and equipment | Property and equipment Property and equipment are stated at cost. Depreciation is calculated under the straight-line method over the following estimated useful lives: Estimated Useful Life Computer equipment and software 3 years Data center servers 3 years Internally developed software 3 years Office equipment 7 years Office furniture 7 years Airplane (1) 25 years Leasehold improvements Shorter of lease term or economic life ____________________________ (1) As part of the HKFS Acquisition, we acquired an airplane with a value of $3.8 million. |
Business combinations | Business combinations We account for business combinations, including the 1st Global Acquisition and the HKFS Acquisition, using the acquisition method. Under the acquisition method, the purchase price of the acquisition is allocated to the acquired tangible and identifiable intangible assets and assumed liabilities based on their estimated fair values at the time of the acquisition. This allocation involves a number of assumptions, estimates, and judgments that could materially affect the timing or amounts recognized in our financial statements. The most subjective areas of the acquisition accounting method include determining the fair value of the following: • intangible assets, including the valuation methodology, estimates of future cash flows, discount rates, growth rates, and attrition rates (if applicable), as well as the estimated useful life of intangible assets; • contingent consideration, including the valuation methodology, estimates of future advisory asset levels, discount rates, growth rates, and volatility levels; and • goodwill, as measured as the excess of consideration transferred over the acquisition date fair value of the assets acquired, including the amount assigned to identifiable intangible assets, and the liabilities assumed. Our assumptions and estimates are based upon comparable market data and information obtained from the management of the acquired entities. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date. Our reporting units are consistent with our reportable segments, and accordingly, the goodwill acquired from the 1st Global Acquisition and the HKFS Acquisition was assigned to the Wealth Management reporting unit. Identifiable intangible assets with finite lives are amortized over their useful lives in a pattern in which the asset is consumed. 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 other intangible assets | Goodwill and other intangible assets We evaluate 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. Definite-lived intangible |
Fair value of financial instruments | Fair value of financial instruments We measure cash equivalents and our contingent consideration liability at fair value. See “Note 9—Fair Value Measurements” for additional information. |
Revenue recognition | Revenue recognition We recognize revenue when all five of the following revenue recognition criteria have been satisfied: • contract(s) with customers have been identified; • performance obligations have been identified; • transaction prices have been determined; • transaction prices have been allocated to the performance obligations; and • the performance obligations have been fulfilled by transferring control over the promised services to the customer. The determination of when these criteria are satisfied varies by product or service and is explained in more detail below. Wealth management revenue recognition. Wealth management revenue primarily consists of advisory revenue, commission revenue, asset-based revenue, and transaction and fee revenue. Revenue is recognized upon the transfer of services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those services. Payments received by us in advance of the performance of service are deferred and recognized as revenue when we have satisfied our performance obligation. Advisory revenue includes fees charged to clients in advisory accounts for which we are the RIA. These fees are based on the value of assets within these advisory accounts. For advisory revenues generated by Avantax Wealth Management, advisory fees are typically billed quarterly, in advance, and the related advisory revenues are deferred and recognized ratably over the period in which our performance obligations have been completed. For advisory revenues generated by Avantax Planning Partners, advisory fees are typically billed quarterly, in arrears, and the related advisory revenues are accrued and recognized over the period in which our performance obligations were completed. Commissions represent amounts generated by clients’ purchases and sales of securities and investment products. We serve as the registered broker-dealer or insurance agent for those trades. We generate two types of commissions: (1) transaction-based commissions and (2) trailing commissions. Transaction-based commissions are generated on a per-transaction basis and are recognized as revenue on the trade date, which is when our performance obligations have been substantially completed. Trailing commissions are earned by us based on our ongoing account support to clients. Trailing commissions are based on a percentage of the current market value of clients’ investment holdings in trail-eligible assets and recognized over the period during which our services are performed. Since trailing commission revenue is generally paid in arrears, we estimate it based on a number of factors, including stock market index levels and the amount of trailing commission revenues received in prior periods. These estimates are primarily based on historical information, and there is not significant judgment involved. A substantial portion of advisory revenue and commission revenue is ultimately paid to our financial professionals. In Avantax Wealth Management, advisory fee payments to financial professionals typically occur at the beginning of the quarter, in advance, and therefore do not result in an advisory fee payable amount at quarter end. In Avantax Planning Partners, advisory fee payments (which are primarily composed of payments to CPA firms under fee sharing arrangements) are typically made quarterly, in arrears, and we record an estimate for the advisory fee payable based on the historical payout ratios and financial market movement for the period. For transaction-based commissions, we record an estimate for commissions payable based upon the payout rate of the financial professional generating the accrued commission revenue. For trailing commissions, we record 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. 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 asset-based retirement plan service fees, and is recognized ratably over the period in which services are provided. Transaction and fee revenue primarily includes (1) support fees charged to financial professionals, which are recognized over time as advisory services are provided, (2) fees charged for executing certain transactions in client accounts, which are recognized on a trade-date basis, and (3) other fees related to services provided and other account charges as generally outlined in agreements with financial professionals, clients, and financial institutions, which are recognized as services are performed or as earned, as applicable. Tax preparation revenue recognition. We generate revenue from the sale of tax preparation digital services, packaged tax preparation software, ancillary services, and multiple element arrangements that may include a combination of these items. Digital revenues include revenues associated with our digital software products sold to customers and businesses primarily for the preparation of individual or business tax returns, and digital revenues are generally recognized when customers and businesses complete and file returns. Digital revenues are recognized net of an allowance for the portion of the returns filed using our refund payment transfer services (as explained below) that we estimate will not be accepted and funded by IRS. Packaged tax preparation software revenues are generated from the sale of our downloadable software products and are recognized when legal title transfers, which is when customers download the software. Ancillary service revenues primarily include fees we charge for refund payment transfer services, audit defense services, and referral and marketing arrangements with third party partners. Refund payment transfer services allow the cost of TaxAct software products to be deducted from a taxpayer’s refund instead of being paid at the time of filing. The fees the customer pays for refund payment transfer services and audit defense services are recognized as revenue at the time of filing. Revenue for our referral and marketing arrangements with third party partners is recognized at a point in time or over time based on the nature of the performance obligation under each arrangement. |
Advertising expenses | Advertising expensesCosts 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 We measure stock-based compensation at the grant date based on the fair value of the award and recognize it as expense, net of estimated forfeitures, over the vesting or service period, as applicable, of the stock award using the straight-line method. We recognize stock-based compensation expense over the vesting period for each separately vesting portion of a share-based award as if they were individual share-based awards. We estimate forfeitures at the time of grant, based upon historical data, and revise those estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. |
Income taxes | Income taxes We account for income taxes under the asset and liability method, under which deferred tax assets, including net operating loss carryforwards, and deferred tax liabilities are determined based on temporary differences between the book and tax bases of assets and liabilities. We periodically evaluate the likelihood of the realization of deferred tax assets and reduce the carrying amount of the deferred tax assets by a valuation allowance to the extent we believe it is more likely than not a portion will not be realized. We consider many factors when assessing the likelihood of future realization of 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 our deferred tax assets. We record 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% cumulative 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. We recognize interest and penalties related to uncertain tax positions in interest expense and general and administrative expense, respectively. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject us 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, we attempt 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 applicable 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. We perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses. |
Recently adopted accounting pronouncements | Recently adopted 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” ). We consider the applicability and impact of all recent ASUs and ASCs. ASUs and ASCs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position and results of operations. We are currently considering, or have recently adopted, ASUs and ASCs that impact the following areas: Leases. In February 2016, the FASB issued guidance codified in ASC 842, Leases ( “ASC 842” ), which supersedes the guidance in ASC 840, Leases ( “ASC 840” ). Under ASC 842, lease assets and liabilities resulting from both operating leases and finance leases (formerly known as “capital leases”) are recognized on the balance sheet. Lease liabilities are measured as the present value of unpaid lease payments for operating leases under which we are the lessee, and a corresponding right-of-use ( “ROU” ) asset is recognized for the right to use the leased assets. ASC 842 became effective on a modified retrospective basis for annual reporting periods, including interim reporting periods within those annual reporting periods, beginning after December 15, 2018. Prior comparable periods are presented in accordance with accounting guidance under ASC 840 and were not restated. We adopted ASC 842 on January 1, 2019 for all open leases with a term greater than one year as of the adoption date, using the modified retrospective method of adoption with a cumulative effect adjustment to retained earnings. We elected to utilize several practical expedients that were available under ASC 842, including: (1) the practical expedients under which there is no requirement to reassess lease existence, classification, and initial direct costs; (2) the hindsight practical expedient, under which we used hindsight in determining certain lease terms; (3) the short-term lease expedient, under which we did not apply the balance sheet recognition requirements of ASC 842 to leases with a term of twelve months or less; and (4) the lease component practical expedient, under which we made a policy election to account for the nonlease components of a lease together with the related lease components as a single lease component. The adoption of ASC 842 resulted in $6.6 million of additional operating lease assets, $9.1 million of additional operating lease liabilities, and a $1.6 million adjustment to the opening balance of retained earnings as a result of reevaluating certain of our lease terms as of the adoption date. Upon adoption, we also reclassified $0.9 million of other lease-related balances to reduce the measurement of lease assets. Our lease terms are contractually fixed but may include extension or termination options reasonably assured to be exercised at lease inception, which are included in the recognition of ROU assets and lease liabilities. Our leases do not contain residual value guarantees or material variable lease payments. We do not have any material restrictions or covenants imposed by leases that would impact our ability to pay dividends or cause us to incur additional financial obligations. Our leases are not complex; therefore, there were no significant assumptions or judgments made in applying the requirements of ASC 842, including the determination of whether our contracts contained a lease and the determination of the discount rates for our leases. Measurement of Credit Losses . In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ( “ASU 2016-13” ), which changes how entities account for credit losses of financial assets measured at amortized cost. ASU 2016-13 requires financial assets measured at amortized cost to be presented on the balance sheet at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. ASU 2016-13 replaces the previous “incurred loss” model with a “current expected credit loss” model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of the financial asset. ASU 2016-13 was effective for fiscal years beginning after December 15, 2019, including the interim periods within those fiscal years. Entities were required to apply ASU 2016-13 using a modified-retrospective approach by recording a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which ASU 2016-13 was effective. We adopted ASU 2016-13 effective January 1, 2020. Our financial assets within the scope of ASU 2016-13 primarily consisted of our commissions receivable and accounts receivable. While we have implemented the current expected credit loss model and assessed the impact of this new model on our in-scope financial assets, the adoption of ASU 2016-13 did not have a material impact on our consolidated financial statements and did not result in a cumulative-effect adjustment to retained earnings as of January 1, 2020. Goodwill . In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Accounting for Goodwill ( “ASU 2017-04” ), which simplifies the subsequent measurement of goodwill by eliminating the previously applicable step two from the goodwill impairment test. Under the amended guidance of ASU 2017-04, when required to test goodwill for recoverability, an entity will perform its goodwill impairment test by comparing the fair value of the reporting unit to its carrying value and recognizing an impairment charge for the amount by which the carrying value exceeds the fair value of the reporting unit. ASU 2017-04 was effective for fiscal years beginning after December 15, 2019, and entities were required to apply ASU 2017-04 on a prospective basis. We adopted ASU 2017-04 effective January 1, 2020 and applied this new guidance to the goodwill impairment tests we performed as of March 31, 2020 and November 30, 2020. For more information on these impairment tests, see “Note 5—Goodwill and Other Intangible Assets.” |
Earnings Per Share | Basic net income (loss) per share” is calculated using the weighted average number of common shares outstanding during the applicable period. “Diluted net income (loss) per share” is calculated using the weighted average number of common shares outstanding plus the number of dilutive potential common shares outstanding during the applicable 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 calculation of diluted net income per share if their effect is antidilutive. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Cash, Cash Equivalents, and Restricted Cash as Reported on the Consolidated Balance Sheets | The following table presents cash, cash equivalents, and restricted cash as reported on the consolidated balance sheets and the consolidated statements of cash flows (in thousands): December 31, 2020 2019 Cash and cash equivalents $ 150,125 $ 80,820 Cash segregated under federal or other regulations 637 5,630 Total cash, cash equivalents, and restricted cash $ 150,762 $ 86,450 |
Restrictions on Cash and Cash Equivalents | The following table presents cash, cash equivalents, and restricted cash as reported on the consolidated balance sheets and the consolidated statements of cash flows (in thousands): December 31, 2020 2019 Cash and cash equivalents $ 150,125 $ 80,820 Cash segregated under federal or other regulations 637 5,630 Total cash, cash equivalents, and restricted cash $ 150,762 $ 86,450 |
Property and Equipment | Property and equipment are stated at cost. Depreciation is calculated under the straight-line method over the following estimated useful lives: Estimated Useful Life Computer equipment and software 3 years Data center servers 3 years Internally developed software 3 years Office equipment 7 years Office furniture 7 years Airplane (1) 25 years Leasehold improvements Shorter of lease term or economic life ____________________________ (1) As part of the HKFS Acquisition, we acquired an airplane with a value of $3.8 million. Property and equipment, net, consisted of the following (in thousands): December 31, 2020 2019 Internally developed software $ 22,983 $ 13,046 Computer equipment and data center 7,807 6,998 Purchased software 7,300 5,404 Leasehold improvements and other 17,647 4,624 Airplane 3,770 — Office furniture 6,116 1,221 Office equipment 2,536 1,314 68,159 32,607 Accumulated depreciation (23,712) (19,172) 44,447 13,435 Capital projects in progress 14,053 5,271 Total property and equipment, net $ 58,500 $ 18,706 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price of the HKFS Acquisition was allocated to HKFS’s tangible assets, identifiable intangible assets, and assumed liabilities based on their estimated fair values at the time of the HKFS Acquisition. The preliminary fair value of assets acquired and liabilities assumed in the HKFS Acquisition were as follows (in thousands): Purchase Price Allocation at Purchase Price Allocation Adjustments Since Purchase Price Allocation at December 31, 2020 Assets acquired: Tangible assets acquired, including cash of $1,980 (1) 15,517 — $ 15,517 Identifiable intangible assets 62,970 (5,600) 57,370 Goodwill 58,137 5,600 63,737 Liabilities assumed (5,134) — (5,134) Total assets acquired and liabilities assumed $ 131,490 — $ 131,490 Cash paid at HKFS Acquisition date $ 104,404 Post-closing cash consideration adjustment (514) HKFS Contingent Consideration 27,600 Total purchase price $ 131,490 ____________________________ (1) Included in tangible assets acquired were accounts receivable of $7.8 million, which primarily consisted of advisory fees receivable. As an insignificant amount of these receivables was expected to be uncollectible, the acquired amount approximates the fair value of the accounts receivable. The fair values of assets acquired and liabilities assumed in the 1st Global Acquisition were as follows (in thousands): Purchase Price Allocation at December 31, 2019 Purchase Price Allocation Adjustments Since December 31, 2019 Final Purchase Price Allocation Assets acquired: Tangible assets acquired including cash of $12,389 (1) $ 38,413 $ — $ 38,413 Goodwill 117,792 (666) 117,126 Identifiable intangible assets 83,980 — 83,980 Liabilities assumed: Contingent liability (11,052) — (11,052) Deferred revenues (17,715) — (17,715) Other current liabilities (12,956) 281 (12,675) Deferred tax liabilities, net (18,462) 385 (18,077) Total assets acquired and liabilities assumed $ 180,000 $ — $ 180,000 Cash paid at the 1st Global Acquisition date $ 176,850 Cash paid after the 1st Global Acquisition date (2) 3,150 Total purchase price $ 180,000 ____________________________ (1) Included in tangible assets acquired were accounts receivable (including commissions receivable) of $6.7 million. As an insignificant amount of these receivables was expected to be uncollectible, the acquired amount approximates the fair value of the accounts receivable. (2) The Company retained $3.2 million of the purchase price of the 1st Global Acquisition, of which $2.1 million was paid to employees of 1st Global in 2019, with the remainder paid to 1st Global or former employees of 1st Global in 2020. |
Schedule of Identified Intangible Assets | The identifiable intangible assets were as follows (in thousands, except as otherwise indicated): Estimated Fair Value Useful Life at HKFS Acquisition Date (in months) Customer relationships $ 52,800 180 CPA firm relationships 4,070 180 Trade name 500 36 Total identified intangible assets $ 57,370 179 The identifiable intangible assets were as follows (in thousands, except as otherwise indicated): Estimated Fair Value Useful Life at Financial professional relationships $ 78,400 204 Developed technology 2,980 36 Trade name 1,000 36 Training materials 900 36 Sponsor relationships 700 144 Balance as of December 31, 2019 $ 83,980 |
Schedule of Pro Forma Financial 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 HKFS Acquisition occurred on January 1, 2019 (amounts in thousands): Years Ended December 31, 2020 2019 Revenue $ 771,092 $ 751,054 Net income (321,635) 27,726 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 1st Global Acquisition occurred at the beginning of the period presented (amounts in thousands): Years Ended December 31, 2019 2018 Revenue $ 777,245 $ 734,489 Net income 36,205 41,319 |
Schedule of Business Acquisitions, by Acquisition | Acquisition and integration expenses were as follows (in thousands): Years Ended December 31, 2020 2019 Employee-related expenses $ 1,615 $ 5,241 Professional services 13,602 17,752 Change in fair value of HKFS Contingent Consideration (1) 8,300 — Other expenses (2) 7,568 2,770 Total acquisition and integration expenses $ 31,085 $ 25,763 ____________________________ (1) For additional information, see “Note 9—Fair Value Measurements.” (2) For the year ended December 31, 2020, we recognized a $4.1 million impairment expense related to our former headquarters building lease (acquired in the 1st Global Acquisition). For additional information, see “Note 7—Leases.” |
Segment Information and Reven_2
Segment Information and Revenues (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Information on Reportable Segments for Reconciliation to Consolidated Net Income | Information on reportable segments currently presented to our chief operating decision maker and a reconciliation to consolidated net income (loss) are presented below (in thousands): Years Ended December 31, 2020 2019 2018 Revenue: Wealth Management $ 546,189 $ 507,979 $ 373,174 Tax Preparation 208,763 209,966 187,282 Total revenue 754,952 717,945 560,456 Operating income (loss): Wealth Management 72,195 68,292 53,053 Tax Preparation 49,621 96,249 87,249 Corporate-level activity (390,936) (164,532) (72,625) Total operating income (loss) (269,120) 9 67,677 Other loss, net (31,304) (16,915) (15,797) Income tax benefit (expense) (42,331) 65,054 (311) Net income (loss) $ (342,755) $ 48,148 $ 51,569 |
Schedule of Segment Reporting Information, by Segment | Revenues by major category within the Wealth Management segment and the timing of Wealth Management revenue recognition was as follows (in thousands): Years Ended December 31, 2020 2019 2018 Recognized upon transaction: Advisory revenue $ — $ — $ — Commission revenue 74,788 82,604 67,351 Asset-based revenue — — — Transaction and fee revenue 6,494 3,457 3,211 Total Wealth Management revenue recognized upon transaction $ 81,282 $ 86,061 $ 70,562 Recognized over time: Advisory revenue $ 314,751 $ 252,367 $ 164,353 Commission revenue 110,413 108,446 96,850 Asset-based revenue 23,688 48,182 31,456 Transaction and fee revenue 16,055 12,923 9,953 Total Wealth Management revenue recognized over time $ 464,907 $ 421,918 $ 302,612 Total Wealth Management revenue: Advisory revenue $ 314,751 $ 252,367 $ 164,353 Commission revenue 185,201 191,050 164,201 Asset-based revenue 23,688 48,182 31,456 Transaction and fee revenue 22,549 16,380 13,164 Total Wealth Management revenue $ 546,189 $ 507,979 $ 373,174 |
Schedule of Disaggregation of Revenue | Revenues by major category within the Tax Preparation segment and the timing of Tax Preparation revenue recognition was as follows (in thousands): Years Ended December 31, 2020 2019 2018 Recognized upon transaction: Consumer $ 192,223 $ 192,438 $ 172,207 Professional 14,031 12,616 12,604 Total Tax Preparation revenue recognized upon transaction $ 206,254 $ 205,054 $ 184,811 Recognized over time: Consumer $ 3 $ 2,566 $ — Professional 2,506 2,346 2,471 Total Tax Preparation revenue recognized over time $ 2,509 $ 4,912 $ 2,471 Total Tax Preparation revenue: Consumer $ 192,226 $ 195,004 $ 172,207 Professional 16,537 14,962 15,075 Total Tax Preparation revenue $ 208,763 $ 209,966 $ 187,282 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2018 $ 356,041 $ 192,644 $ 548,685 Acquired (1) 117,792 — 117,792 Disposed (1) — (4,102) (4,102) Balance as of December 31, 2019 473,833 188,542 662,375 Acquired (2) 63,737 — 63,737 Purchase accounting adjustments (3) (666) — (666) Impairment (270,625) — (270,625) Balance as of December 31, 2020 $ 266,279 $ 188,542 $ 454,821 Balance as of December 31, 2020 Gross goodwill $ 536,904 $ 188,542 $ 725,446 Accumulated impairment (270,625) — (270,625) Goodwill, net of accumulated impairment $ 266,279 $ 188,542 $ 454,821 ___________________________ (1) For the year ended December 31, 2019, goodwill acquired resulted from the 1st Global Acquisition, and goodwill disposed resulted from the disposition of SimpleTax. (2) For the year ended December 31, 2020, goodwill acquired resulted from the HKFS Acquisition. |
Intangible Assets Other than Goodwill | Intangible assets other than goodwill consisted of the following (in thousands): December 31, 2020 December 31, 2019 Weighted Average Amortization Period (months) Gross carrying amount Accumulated amortization Net Gross carrying amount Accumulated amortization Net Definite-lived intangible assets: Financial professional relationships 181 $ 318,700 $ (92,436) $ 226,264 $ 318,700 $ (71,066) $ 247,634 Sponsor relationships 155 17,200 (4,680) 12,520 17,200 (3,705) 13,495 Technology 13 16,470 (14,026) 2,444 46,952 (41,335) 5,617 Trade names 22 3,100 (1,346) 1,754 2,600 (396) 2,204 Customer relationships 174 57,143 (1,784) 55,359 101,575 (100,518) 1,057 CPA firm relationships 174 4,070 (136) 3,934 — — — Curriculum 17 900 (496) 404 1,700 (996) 704 Total definite-lived intangible assets 417,583 (114,904) 302,679 488,727 (218,016) 270,711 Indefinite-lived intangible assets: Trade name 19,500 — 19,500 19,500 — 19,500 Total intangible assets $ 437,083 $ (114,904) $ 322,179 $ 508,227 $ (218,016) $ 290,211 |
Intangible Assets Other than Goodwill | Intangible assets other than goodwill consisted of the following (in thousands): December 31, 2020 December 31, 2019 Weighted Average Amortization Period (months) Gross carrying amount Accumulated amortization Net Gross carrying amount Accumulated amortization Net Definite-lived intangible assets: Financial professional relationships 181 $ 318,700 $ (92,436) $ 226,264 $ 318,700 $ (71,066) $ 247,634 Sponsor relationships 155 17,200 (4,680) 12,520 17,200 (3,705) 13,495 Technology 13 16,470 (14,026) 2,444 46,952 (41,335) 5,617 Trade names 22 3,100 (1,346) 1,754 2,600 (396) 2,204 Customer relationships 174 57,143 (1,784) 55,359 101,575 (100,518) 1,057 CPA firm relationships 174 4,070 (136) 3,934 — — — Curriculum 17 900 (496) 404 1,700 (996) 704 Total definite-lived intangible assets 417,583 (114,904) 302,679 488,727 (218,016) 270,711 Indefinite-lived intangible assets: Trade name 19,500 — 19,500 19,500 — 19,500 Total intangible assets $ 437,083 $ (114,904) $ 322,179 $ 508,227 $ (218,016) $ 290,211 |
Summary of Amortization Expense | Amortization expense was as follows (in thousands): Years Ended December 31, 2020 2019 2018 Statement of comprehensive income line item: Cost of revenue $ — $ — $ 99 Amortization of other acquired intangible assets 29,745 37,357 33,487 Total amortization expense $ 29,745 $ 37,357 $ 33,586 |
Information About Expected Amortization of Definite-Lived Intangible Assets | Expected amortization of definite-lived intangible assets held as of December 31, 2020 was as follows (in thousands): 2021 $ 28,185 2022 24,980 2023 23,666 2024 23,106 2025 22,427 Thereafter 180,315 Total $ 302,679 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Debt | Our debt consisted of the following (in thousands): December 31, 2020 December 31, 2019 Unamortized Unamortized Principal amount Discount Debt issuance costs Net carrying value Principal amount Discount Debt issuance costs Net carrying value Senior secured credit facility $ 563,156 $ (4,173) $ (4,646) $ 554,337 $ 399,687 $ (1,366) $ (5,608) $ 392,713 Less: Current portion of long-term debt, net (1,784) (11,228) Long-term debt, net $ 552,553 $ 381,485 |
Schedule of Future Principal Payments on Term Loan | The future principal payments on the Term Loan as of December 31, 2020 are as follows (in thousands): 2021 $ 1,812 2022 1,812 2023 1,812 2024 557,720 Total future principal payments on the Term Loan $ 563,156 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Summary of Operating Lease Expense | Lease expense, cash paid on operating lease liabilities, and lease liabilities obtained from new ROU assets for the years ended December 31, 2020 and December 31, 2019 were as follows (in thousands): Years ended December 31, 2020 2019 Fixed lease expense $ 6,762 $ 5,224 Variable lease expense 893 1,315 Lease expense, before sublease income 7,655 6,539 Sublease income (1,235) (1,287) Total lease expense, net of sublease income $ 6,420 $ 5,252 Additional lease information: Cash paid on operating lease liabilities $ 3,818 $ 7,339 Lease liabilities obtained from new right-of-use assets $ 21,766 $ 15,829 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Operating leases were recorded on the consolidated balance sheets as follows (in thousands): December 31, 2020 December 31, 2019 Lease liabilities—current $ 2,304 $ 3,223 Lease liabilities—long-term 36,404 5,865 Total operating lease liabilities $ 38,708 $ 9,088 |
Maturity of Operating Lease Liabilities | The maturities of our operating lease liabilities as of December 31, 2020 are as follows (in thousands): Undiscounted cash flows: 2021 $ 2,667 2022 5,056 2023 5,138 2024 5,077 2025 5,013 Thereafter 30,324 Total undiscounted cash flows $ 53,275 Imputed interest (14,567) Present value of cash flows $ 38,708 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets, net consisted of the following (in thousands): December 31, 2020 2019 Prepaid expenses $ 9,643 $ 11,787 Other current assets 678 562 Total prepaid expenses and other current assets, net $ 10,321 $ 12,349 |
Property and Equipment | Property and equipment are stated at cost. Depreciation is calculated under the straight-line method over the following estimated useful lives: Estimated Useful Life Computer equipment and software 3 years Data center servers 3 years Internally developed software 3 years Office equipment 7 years Office furniture 7 years Airplane (1) 25 years Leasehold improvements Shorter of lease term or economic life ____________________________ (1) As part of the HKFS Acquisition, we acquired an airplane with a value of $3.8 million. Property and equipment, net, consisted of the following (in thousands): December 31, 2020 2019 Internally developed software $ 22,983 $ 13,046 Computer equipment and data center 7,807 6,998 Purchased software 7,300 5,404 Leasehold improvements and other 17,647 4,624 Airplane 3,770 — Office furniture 6,116 1,221 Office equipment 2,536 1,314 68,159 32,607 Accumulated depreciation (23,712) (19,172) 44,447 13,435 Capital projects in progress 14,053 5,271 Total property and equipment, net $ 58,500 $ 18,706 |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2020 2019 Salaries and related expenses $ 19,317 $ 15,053 Contingent liability from 1st Global Acquisition 11,328 11,052 Retained purchase price from 1st Global Acquisition — 1,050 Accrued vendor and advertising costs 2,606 4,351 HKFS Contingent Consideration liability (1) 17,900 — Other 5,268 4,638 Total accrued expenses and other current liabilities $ 56,419 $ 36,144 ____________________________ (1) Represents the short-term portion of the HKFS Contingent Consideration liability. The long-term portion of the HKFS Contingent Consideration liability was classified in “Other long-term liabilities” on the consolidated balance sheet. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 our financial assets and liabilities carried at fair value and measured on a recurring basis was as follows (in thousands): December 31, 2020 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 $ 4,290 $ 4,290 $ — $ — Total assets at fair value $ 4,290 $ 4,290 $ — $ — HKFS Contingent Consideration $ 35,900 $ — $ — $ 35,900 Total liabilities at fair value $ 35,900 $ — $ — $ 35,900 December 31, 2019 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 $ 4,264 $ 4,264 $ — $ — Total assets at fair value $ 4,264 $ 4,264 $ — $ — |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | A reconciliation of the HKFS Contingent Consideration liability is as follows (in thousands): HKFS Contingent Consideration Liability Balance as of December 31, 2019 $ — Recognized at HKFS Acquisition 27,600 Valuation loss included in net income (loss) (1) 8,300 Balance as of December 31, 2020 $ 35,900 ____________________________ (1) Recognized in “Acquisition and integration” expense on the consolidated statement of comprehensive income (loss) for the year ended December 31, 2020. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Contractual Commitments | As of December 31, 2020, our purchase commitments for the next five years and thereafter are as are as follows (in thousands): 2021 $ 16,072 2022 8,930 2023 7,629 2024 5,546 2025 4,671 Thereafter 7,969 Total purchase commitments $ 50,817 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Components of Accumulated Other Comprehensive Income | The following table provides information about activity in accumulated other comprehensive loss (in thousands): Foreign currency translation adjustment Total Balance as of December 31, 2017 $ (4) $ (4) Other comprehensive loss (442) (442) Balance as of December 31, 2018 (446) (446) Other comprehensive income 174 174 Balance as of December 31, 2019 (272) (272) Other comprehensive income 272 272 Balance as of December 31, 2020 $ — $ — |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Options, RSUs | A summary of stock options and RSUs at December 31, 2020 is as follows: Number of shares authorized for awards 12,277,883 Options and RSUs outstanding 2,865,692 Options and RSUs expected to vest 2,510,231 Options and RSUs available for grant 6,548,963 |
Stock Incentive Plans Activity | the following activity occurred under our stock incentive plans: Number of Options Weighted average exercise price Intrinsic value Weighted average remaining contractual term (in years) Stock options: Outstanding at December 31, 2019 1,614,307 $ 19.16 Granted 803,210 $ 17.21 Forfeited (1) (382,866) $ 25.49 Expired (657,898) $ 17.16 Exercised (12,426) $ 7.61 Outstanding at December 31, 2020 1,364,327 $ 17.31 $ 2,738 4.8 Exercisable at December 31, 2020 601,055 $ 17.83 $ 966 3 Vested and expected to vest after December 31, 2020 1,233,665 $ 17.45 $ 2,396 4.6 ____________________________ (1) Forfeited stock options included 368,678 stock options related to executive departures in 2020. Number of Units Weighted average grant date fair value Intrinsic value Weighted average remaining contractual term (in years) RSUs: Outstanding at December 31, 2019 1,356,695 $ 28.22 Granted 949,142 $ 19.06 Forfeited (1) (596,550) $ 27.04 Vested (207,922) $ 26.11 Outstanding at December 31, 2020 1,501,365 $ 23.19 $ 23,888 1.2 Expected to vest after December 31, 2020 1,276,566 $ 23.21 $ 20,310 1.1 ____________________________ (1) Forfeited RSUs included 444,657 RSUs related to executive departures in 2020. |
Schedule of Supplemental Information | Supplemental information is presented below: Years Ended December 31, 2020 2019 2018 Stock options: Weighted average grant date fair value per option granted $ 6.04 $ 8.88 $ 7.68 Total intrinsic value of options exercised (in thousands) $ 71 $ 17,674 $ 27,759 Total fair value of options vested (in thousands) $ 4,488 $ 2,593 $ 4,142 RSUs: Weighted average grant date fair value per unit granted $ 19.06 $ 28.89 $ 26.89 Total intrinsic value of units vested (in thousands) $ 4,115 $ 10,679 $ 16,452 Total fair value of units vested (in thousands) $ 6,182 $ 6,368 $ 6,069 |
Stock-Based Compensation Expense | We account for stock-based compensation in accordance with ASC 718, Stock Compensation , which requires that compensation related to all share-based awards (including stock options, RSUs, and ESPP shares) be recognized in the consolidated financial statements. Amounts recognized for stock-based compensation expense on the consolidated statements of comprehensive income (loss) were as follows (in thousands): Years Ended December 31, 2020 2019 2018 Cost of revenue $ 5,129 $ 4,082 $ 1,467 Engineering and technology 795 715 766 Sales and marketing 1,776 346 2,424 General and administrative (1) 2,366 11,157 8,596 Total $ 10,066 $ 16,300 $ 13,253 ____________________________ (1) Stock-based compensation expense for the year ended December 31, 2020 was reduced by $8.5 million related to the reversal of stock-based compensation expense due to: (1) forfeitures resulting from executive departures and (2) the reversal of stock-based compensation expense for performance-based RSUs that are not expected to vest. |
Stock Option Grants, Valuation Assumptions | To estimate stock-based compensation expense, we used the Black-Scholes-Merton valuation method with the following assumptions for stock options granted: Years Ended December 31, 2020 2019 2018 Risk-free interest rate 0.24% - 1.62% 2.28% - 2.88% 1.82% - 2.54% Expected dividend yield 0 % 0 % 0 % Expected volatility 39% - 56% 38% - 42% 38% - 42% Expected life 3.5 3.6 3.6 |
Unrecognized Stock-Based Compensation Expense | As of December 31, 2020, total unrecognized stock-based compensation expense related to unvested stock awards was as follows: Expense (in thousands) Weighted average period over which to be recognized (in years) Stock options $ 1,515 1.5 RSUs 12,306 1.4 Total $ 13,821 1.4 |
Other Loss, Net (Tables)
Other Loss, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Loss Net | “Other loss, net” on the consolidated statements of comprehensive income (loss) consisted of the following (in thousands): Years Ended December 31, 2020 2019 2018 Interest expense $ 24,570 $ 19,017 $ 15,610 Amortization of debt issuance costs 1,372 1,042 833 Accretion of debt discounts 693 228 163 Total interest expense 26,635 20,287 16,606 Interest income (65) (449) (349) Gain on sale of a business (1) (349) (3,256) — Non-capitalized debt issuance expenses 3,687 — — Loss on debt extinguishment and modification expense — — 1,534 Other (2) 1,396 333 (1,994) Other loss, net $ 31,304 $ 16,915 $ 15,797 ____________________________ (1) For the year ended December 31, 2019, we recognized a $3.3 million gain on the sale of SimpleTax. See Note 3—Acquisitions and Disposition for additional information. For the year ended December 31, 2020, we recognized a $0.3 million gain on sale due to a net working capital true-up related to the sale of SimpleTax in the third quarter of 2020. (2) For the year ended December 31, 2018, we had a $2.1 million gain on the sale of an investment. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income (Loss) from Continuing Operations | Income (loss) before income taxes consisted of the following (in thousands): Years Ended December 31, 2020 2019 2018 United States $ (300,424) $ (18,088) $ 51,385 Foreign — 1,182 495 Income (loss) before income taxes $ (300,424) $ (16,906) $ 51,880 |
Income Tax Expense (Benefit) from Continuing Operations | Income tax expense (benefit) consisted of the following (in thousands): Years Ended December 31, 2020 2019 2018 Current: U.S. federal $ — $ (732) $ (42) State 1,272 2,901 3,230 Foreign — 333 157 Total current expense 1,272 2,502 3,345 Deferred: U.S. federal 40,857 (62,580) (3,035) State 202 (4,970) 37 Foreign — (6) (36) Total deferred expense (benefit) 41,059 (67,556) (3,034) Income tax expense (benefit) $ 42,331 $ (65,054) $ 311 |
Income Tax Expense (Benefit) from Continuing Operations Differed from Amount Computed by Applying Statutory Federal Income Tax Rate | Income tax expense (benefit) differed from the amount calculated by applying the statutory federal income tax rate of 21% as follows (in thousands): Years Ended December 31, 2020 2019 2018 Income tax expense (benefit) at the statutory federal income tax rate $ (63,089) $ (3,550) $ 10,895 Non-deductible compensation 1,681 1,933 2,796 Non-deductible acquisition-related transaction costs — 1,359 — State income taxes, net of federal benefit 1,053 (1,897) 2,014 Uncertain tax positions and audit settlements (575) (1,227) 473 Research and development credit — — (552) Excess tax (benefits) and deficiencies of stock-based compensation 1,004 (4,100) (6,851) Valuation allowances 23,911 (56,881) (8,537) Non-deductible goodwill 56,831 — — Net operating loss write-off 21,051 — — Other 464 (691) 73 Income tax expense (benefit) $ 42,331 $ (65,054) $ 311 |
Deferred Tax Assets and Liabilities | The tax effect of temporary differences and net operating loss carryforwards that gave rise to our deferred tax assets and liabilities were as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Net operating loss and credit carryforwards $ 54,196 $ 84,684 Capital loss 22,753 22,948 Accrued compensation 7,094 6,686 Stock-based compensation 4,848 4,986 Deferred revenue 3,935 4,042 Lease liability 9,193 2,133 Other, net 3,583 3,833 Total gross deferred tax assets 105,602 129,312 Valuation allowance (67,735) (43,824) Deferred tax assets, net of valuation allowance 37,867 85,488 Deferred tax liabilities: Amortization (59,580) (69,668) Depreciation (1,947) (2,521) Right-of-use assets (5,571) (2,382) Other, net (1,432) (920) Total gross deferred tax liabilities (68,530) (75,491) Net deferred tax assets (liabilities) $ (30,663) $ 9,997 |
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, 2020 2019 2018 Balance at beginning of year $ 43,824 $ 100,705 $ 109,242 Increase (decrease) in valuation allowance—future year utilization 18,136 (45,651) — Increase (decrease) in valuation allowance—current year utilization 5,047 (10,943) (8,597) Increase (decrease) in valuation allowance—other 728 (287) 60 Balance at end of year $ 67,735 $ 43,824 $ 100,705 |
Reconciliation of Unrecognized Tax Benefit Balances | A reconciliation of the unrecognized tax benefit balances is as follows (in thousands): Years Ended December 31, 2020 2019 2018 Balance at beginning of year $ 19,483 $ 22,590 $ 22,625 Gross increases for tax positions of prior years — — 516 Gross decreases for tax positions of prior years (11,972) (1,858) (508) Gross increases for tax positions of current year — 60 — Purchase accounting for 1st Global Acquisition (35) 442 — Settlements with taxing authorities — (563) — Statute of limitations expirations — (1,188) (43) Balance at end of year $ 7,476 $ 19,483 $ 22,590 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Dilutive Effect for Awards with Exercise Price Less Than Average Stock Price | The calculation of basic and diluted net income (loss) per share attributable to Blucora, Inc. is as follows (in thousands): Years Ended December 31, 2020 2019 2018 Numerator: Net income (loss) $ (342,755) $ 48,148 $ 51,569 Net income attributable to noncontrolling interests — — (935) Adjustment of redeemable noncontrolling interests (1) — — (5,977) Net income (loss) attributable to Blucora, Inc. shareholders after adjustment of redeemable noncontrolling interests $ (342,755) $ 48,148 $ 44,657 Denominator: Basic weighted average common shares outstanding 47,978 48,264 47,394 Dilutive potential common shares — 1,018 1,987 Diluted weighted average common shares outstanding 47,978 49,282 49,381 Net income (loss) per share attributable to Blucora, Inc.: Basic net income (loss) per share $ (7.14) $ 1.00 $ 0.94 Diluted net income (loss) per share $ (7.14) $ 0.98 $ 0.90 Shares excluded (2) 2,936 1,150 354 ____________________________ (1) For the year ended December 31, 2018, the redemption value adjustment for our redeemable noncontrolling interest was deducted from net income for purposes of calculating net income per share attributable to Blucora, Inc. This redeemable noncontrolling interest was subsequently redeemed in 2019. See “Note 11—Stockholders' Equity” for further discussion of redeemable noncontrolling interests. (2) Potential common shares were excluded from the calculation of diluted net income (loss) per share for these periods because their effect would have been anti-dilutive. For the year ended December 31, 2020, all potential common shares were excluded from the calculation of diluted net loss per share as their effect would have been anti-dilutive due to the net loss recognized. |
Description of the Business (De
Description of the Business (Detail) $ in Millions | May 06, 2019USD ($) | Dec. 31, 2020segment |
Business Acquisition [Line Items] | ||
Number of segments (in segments) | segment | 2 | |
1st Global | ||
Business Acquisition [Line Items] | ||
Business combination purchase price | $ | $ 180 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 150,125 | $ 80,820 | ||
Cash segregated under federal or other regulations | 637 | 5,630 | ||
Total cash, cash equivalents, and restricted cash | $ 150,762 | $ 86,450 | $ 85,366 | $ 62,311 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Estimated Useful Life of Property and Equipment (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Computer equipment and software | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Data center servers | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Internally developed software | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Office equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Office furniture | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Airplane | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 25 years |
Business combination, Acquired, fair value | $ 3.8 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Narrative (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2019 | |
Lessee, Lease, Description [Line Items] | ||||
Software development costs | $ 19,300 | $ 7,400 | $ 6,500 | |
Advertising expense | 80,000 | 54,500 | $ 53,300 | |
Right-of-use assets, net | 23,455 | 10,151 | ||
Operating lease liability | 38,708 | 9,088 | ||
Accumulated deficit | $ (1,257,546) | $ (914,791) | ||
Cumulative Effect, Period of Adoption, Adjustment | ||||
Lessee, Lease, Description [Line Items] | ||||
Right-of-use assets, net | $ 6,600 | |||
Operating lease liability | 9,100 | |||
Accumulated deficit | (1,600) | |||
Leases, other | $ 900 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Narrative (Detail) | Jul. 01, 2020USD ($)earn_out_payment | Sep. 04, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | May 06, 2019USD ($) |
Business Acquisition [Line Items] | |||||||||
HKFS contingent consideration | $ 35,900,000 | $ 35,900,000 | $ 35,900,000 | ||||||
Goodwill | 454,821,000 | 454,821,000 | $ 662,375,000 | 454,821,000 | $ 662,375,000 | $ 548,685,000 | |||
Increase of goodwill | (666,000) | ||||||||
Acquisition and integration | 31,085,000 | 25,763,000 | 0 | ||||||
Proceeds from sale of business, net of cash divested | 349,000 | 7,467,000 | 0 | ||||||
Gain on sale of investment | 3,300,000 | $ 2,100,000 | |||||||
SimpleTax | |||||||||
Business Acquisition [Line Items] | |||||||||
Proceeds from sale of business, net of cash divested | $ 9,600,000 | ||||||||
Senior Secured Credit Facility | |||||||||
Business Acquisition [Line Items] | |||||||||
Credit facility borrowed | 563,156,000 | 563,156,000 | 399,687,000 | 563,156,000 | 399,687,000 | ||||
Term Loan | Senior Secured Credit Facility | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate principal amount | $ 175,000,000 | $ 125,000,000 | |||||||
Credit facility borrowed | 675,000,000 | 675,000,000 | 675,000,000 | 125,000,000 | |||||
Honkamp Krueger Financial Services, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination purchase price | $ 104,400,000 | ||||||||
Number of potential earn-out payments | earn_out_payment | 2 | ||||||||
Undiscounted contingent consideration | 30,000,000 | 30,000,000 | 30,000,000 | ||||||
HKFS contingent consideration | $ 27,600,000 | 27,600,000 | 27,600,000 | 27,600,000 | |||||
Goodwill | 58,137,000 | 63,737,000 | 63,737,000 | 63,737,000 | |||||
Identifiable intangible assets, adjustment | (5,600,000) | ||||||||
Increase of goodwill | 5,600,000 | 5,600,000 | |||||||
Acquisition related costs | $ 10,800,000 | 7,700,000 | 3,100,000 | ||||||
Revenue from acquiree since acquisition date | 19,600,000 | ||||||||
Earnings of acquiree since acquisition date | 4,500,000 | ||||||||
Acquisition and integration | 19,700,000 | 3,100,000 | |||||||
Honkamp Krueger Financial Services, Inc. | Customer-Related Intangible Assets | |||||||||
Business Acquisition [Line Items] | |||||||||
Identifiable intangible assets, adjustment | (5,600,000) | ||||||||
1st Global | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | 117,126,000 | 117,126,000 | 117,792,000 | ||||||
Identifiable intangible assets, adjustment | 0 | ||||||||
Increase of goodwill | (666,000) | ||||||||
Acquisition related costs | 6,500,000 | ||||||||
Revenue from acquiree since acquisition date | 114,800,000 | ||||||||
Earnings of acquiree since acquisition date | 300,000 | ||||||||
Contingent liability | $ 11,300,000 | $ 11,300,000 | $ 11,052,000 | 11,300,000 | 11,052,000 | $ 11,052,000 | |||
Acquisition and integration | $ 11,400,000 | $ 22,700,000 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | May 06, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | Jul. 01, 2020 | Dec. 31, 2018 |
Assets acquired: | ||||||||
Goodwill | $ 454,821 | $ 454,821 | $ 662,375 | $ 454,821 | $ 454,821 | $ 548,685 | ||
Purchase accounting adjustments | (666) | |||||||
Liabilities assumed: | ||||||||
HKFS Contingent Consideration | 35,900 | 35,900 | 35,900 | 35,900 | ||||
Honkamp Krueger Financial Services, Inc. | ||||||||
Assets acquired: | ||||||||
Tangible assets acquired including cash | 15,517 | 15,517 | 15,517 | 15,517 | $ 15,517 | |||
Tangible assets acquired including cash, adjustment | 0 | |||||||
Identifiable intangible assets | 57,370 | 57,370 | 57,370 | 57,370 | 62,970 | |||
Identifiable intangible assets, adjustment | (5,600) | |||||||
Goodwill | 63,737 | 63,737 | 63,737 | 63,737 | 58,137 | |||
Purchase accounting adjustments | 5,600 | 5,600 | ||||||
Liabilities assumed: | ||||||||
Liabilities assumed | (5,134) | (5,134) | (5,134) | (5,134) | (5,134) | |||
Liabilities assumed, adjustment | 0 | |||||||
Total assets acquired and liabilities assumed | 131,490 | 131,490 | 131,490 | 131,490 | 131,490 | |||
Total assets acquired and liabilities assumed, adjustment | 0 | |||||||
Cash | 1,980 | |||||||
Cash paid at Acquisition date | 104,404 | |||||||
Post-closing cash consideration adjustment | (514) | (514) | (514) | (514) | ||||
HKFS Contingent Consideration | 27,600 | 27,600 | 27,600 | 27,600 | 27,600 | |||
Total purchase price | 131,490 | |||||||
Accounts receivable | $ 7,800 | |||||||
1st Global | ||||||||
Assets acquired: | ||||||||
Tangible assets acquired including cash | $ 38,413 | 38,413 | ||||||
Tangible assets acquired including cash, adjustment | 0 | |||||||
Identifiable intangible assets | 83,980 | 83,980 | ||||||
Identifiable intangible assets, adjustment | 0 | |||||||
Goodwill | 117,792 | 117,126 | ||||||
Purchase accounting adjustments | (666) | |||||||
Liabilities assumed: | ||||||||
Contingent liability | (11,052) | $ (11,300) | $ (11,300) | (11,052) | $ (11,300) | (11,300) | ||
Contingent liability, adjustment | 0 | |||||||
Deferred revenues, adjustment | 0 | |||||||
Deferred revenues | (17,715) | (17,715) | ||||||
Other current liabilities | (12,956) | (12,675) | ||||||
Other current liabilities, adjustment | 281 | |||||||
Deferred tax liabilities, net | (18,462) | (18,077) | ||||||
Deferred tax liabilities, net, adjustment | 385 | |||||||
Total assets acquired and liabilities assumed | 180,000 | 180,000 | ||||||
Total assets acquired and liabilities assumed, adjustment | 0 | |||||||
Cash | 12,389 | |||||||
Cash paid at Acquisition date | 176,850 | |||||||
Cash to be paid after the 1st Global Acquisition date | 3,200 | 3,150 | ||||||
Total purchase price | $ 180,000 | |||||||
Accounts receivable | $ 6,700 | |||||||
Payments made to acquiree's employees after acquisition date | $ 2,100 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions - Identified Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Honkamp Krueger Financial Services, Inc. | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Value | $ 57,370 | |||
Useful life | 179 months | |||
Honkamp Krueger Financial Services, Inc. | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Value | 52,800 | |||
Useful life | 180 months | |||
Honkamp Krueger Financial Services, Inc. | CPA firm relationships | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Value | 4,070 | |||
Useful life | 180 months | |||
Honkamp Krueger Financial Services, Inc. | Trade name | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Value | $ 500 | |||
Useful life | 36 months | |||
1st Global | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Value | $ 83,980 | |||
1st Global | Financial professional relationships | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Value | 78,400 | |||
Useful life | 204 months | |||
1st Global | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Value | 2,980 | |||
Useful life | 36 months | |||
1st Global | Trade name | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Value | 1,000 | |||
Useful life | 36 months | |||
1st Global | Training materials | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Value | 900 | |||
Useful life | 36 months | |||
1st Global | Sponsor relationships | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Value | $ 700 | |||
Useful life | 144 months |
Acquisitions and Dispositions_4
Acquisitions and Dispositions - Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Honkamp Krueger Financial Services, Inc. | ||
Business Acquisition [Line Items] | ||
Revenue | $ 771,092 | $ 751,054 |
Net income | (321,635) | 27,726 |
1st Global | ||
Business Acquisition [Line Items] | ||
Revenue | 777,245 | 734,489 |
Net income | $ 36,205 | $ 41,319 |
Acquisitions and Dispositions-
Acquisitions and Dispositions- Acquisition and Integration Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | |||
Employee-related expenses | $ 1,615 | $ 5,241 | |
Professional services | 13,602 | 17,752 | |
Change in fair value of acquisition-related contingent consideration | 8,300 | 0 | $ 0 |
Other expenses | 7,568 | 2,770 | |
Total acquisition and integration expenses | 31,085 | 25,763 | $ 0 |
1st Global | |||
Business Acquisition [Line Items] | |||
Total acquisition and integration expenses | 11,400 | $ 22,700 | |
Impairment expense | $ 4,100 |
Segment Information and Reven_3
Segment Information and Revenues - Information on Reportable Segments for Reconciliation to Consolidated Net Income (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Revenues | |||
Total revenue | $ 754,952 | $ 717,945 | $ 560,456 |
Operating income (loss): | |||
Operating income (loss) | (269,120) | 9 | 67,677 |
Other loss, net | (31,304) | (16,915) | (15,797) |
Income tax benefit (expense) | (42,331) | 65,054 | (311) |
Net income (loss) | (342,755) | 48,148 | 51,569 |
Corporate-level Activity | |||
Operating income (loss): | |||
Operating income (loss) | (390,936) | (164,532) | (72,625) |
Segment Reconciling Items | |||
Operating income (loss): | |||
Other loss, net | (31,304) | (16,915) | |
Income tax benefit (expense) | (42,331) | 65,054 | |
Wealth Management | |||
Revenues | |||
Total revenue | 546,189 | 507,979 | 373,174 |
Wealth Management | Operating Segments | |||
Operating income (loss): | |||
Operating income (loss) | 72,195 | 68,292 | 53,053 |
Tax Preparation | |||
Revenues | |||
Total revenue | 208,763 | 209,966 | 187,282 |
Tax Preparation | Operating Segments | |||
Operating income (loss): | |||
Operating income (loss) | $ 49,621 | $ 96,249 | $ 87,249 |
Segment Information and Reven_4
Segment Information and Revenues - Revenue by Major Service (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Total revenue | $ 754,952 | $ 717,945 | $ 560,456 |
Wealth Management | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 546,189 | 507,979 | 373,174 |
Recognized Upon Transaction | Wealth Management | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 81,282 | 86,061 | 70,562 |
Recognized Over Time | Wealth Management | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 464,907 | 421,918 | 302,612 |
Advisory revenue | Wealth Management | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 314,751 | 252,367 | 164,353 |
Advisory revenue | Recognized Upon Transaction | Wealth Management | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Advisory revenue | Recognized Over Time | Wealth Management | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 314,751 | 252,367 | 164,353 |
Commission revenue | Wealth Management | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 185,201 | 191,050 | 164,201 |
Commission revenue | Recognized Upon Transaction | Wealth Management | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 74,788 | 82,604 | 67,351 |
Commission revenue | Recognized Over Time | Wealth Management | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 110,413 | 108,446 | 96,850 |
Asset-based revenue | Wealth Management | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 23,688 | 48,182 | 31,456 |
Asset-based revenue | Recognized Upon Transaction | Wealth Management | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Asset-based revenue | Recognized Over Time | Wealth Management | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 23,688 | 48,182 | 31,456 |
Transaction and fee revenue | Wealth Management | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 22,549 | 16,380 | 13,164 |
Transaction and fee revenue | Recognized Upon Transaction | Wealth Management | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 6,494 | 3,457 | 3,211 |
Transaction and fee revenue | Recognized Over Time | Wealth Management | |||
Segment Reporting Information [Line Items] | |||
Total revenue | $ 16,055 | $ 12,923 | $ 9,953 |
Segment Information and Reven_5
Segment Information and Revenues - Segment Information and Revenues - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 754,952 | $ 717,945 | $ 560,456 |
Tax Preparation | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 208,763 | 209,966 | 187,282 |
Tax Preparation | Recognized Upon Transaction | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 206,254 | 205,054 | 184,811 |
Tax Preparation | Recognized Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 2,509 | 4,912 | 2,471 |
Tax Preparation | Consumer | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 192,226 | 195,004 | 172,207 |
Tax Preparation | Consumer | Recognized Upon Transaction | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 192,223 | 192,438 | 172,207 |
Tax Preparation | Consumer | Recognized Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 3 | 2,566 | 0 |
Tax Preparation | Professional | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 16,537 | 14,962 | 15,075 |
Tax Preparation | Professional | Recognized Upon Transaction | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 14,031 | 12,616 | 12,604 |
Tax Preparation | Professional | Recognized Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 2,506 | $ 2,346 | $ 2,471 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Summary of Goodwill Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||||
Goodwill, gross, beginning balance | $ 662,375 | $ 662,375 | $ 548,685 | |
Acquired | 63,737 | 117,792 | ||
Disposed | (4,102) | |||
Purchase accounting adjustments | (666) | |||
Impairment | (270,625) | |||
Goodwill, gross, ending balance | 454,821 | 662,375 | ||
Gross goodwill | $ 725,446 | |||
Accumulated impairment | (270,625) | |||
Goodwill, net of accumulated impairment | 662,375 | 662,375 | 548,685 | 454,821 |
Wealth Management | ||||
Goodwill [Roll Forward] | ||||
Goodwill, gross, beginning balance | 473,833 | 473,833 | 356,041 | |
Acquired | 63,737 | 117,792 | ||
Disposed | 0 | |||
Purchase accounting adjustments | (666) | |||
Impairment | (270,625) | |||
Goodwill, gross, ending balance | 266,279 | 473,833 | ||
Gross goodwill | 536,904 | |||
Accumulated impairment | (270,625) | |||
Goodwill, net of accumulated impairment | 473,833 | 266,279 | 473,833 | 266,279 |
Tax Preparation | ||||
Goodwill [Roll Forward] | ||||
Goodwill, gross, beginning balance | 188,542 | 188,542 | 192,644 | |
Acquired | 0 | 0 | ||
Disposed | (4,102) | |||
Purchase accounting adjustments | 0 | |||
Impairment | 0 | |||
Goodwill, gross, ending balance | 188,542 | 188,542 | ||
Gross goodwill | 188,542 | |||
Accumulated impairment | 0 | |||
Goodwill, net of accumulated impairment | $ 188,542 | $ 188,542 | $ 188,542 | $ 188,542 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment | $ 270,625 | ||||
Impairment of goodwill and an intangible asset | $ 270,625 | $ 50,900 | $ 0 | ||
Wealth Management | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment | $ 270,625 | ||||
Indefinite-lived trade names | $ 52,500 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Intangible Assets Other Than Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 417,583 | $ 488,727 |
Accumulated amortization | (114,904) | (218,016) |
Net | 302,679 | 270,711 |
Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying amount | 437,083 | 508,227 |
Accumulated amortization | (114,904) | (218,016) |
Net | 322,179 | 290,211 |
Trade name | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 19,500 | 19,500 |
Financial professional relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 181 months | |
Gross carrying amount | $ 318,700 | 318,700 |
Accumulated amortization | (92,436) | (71,066) |
Net | 226,264 | 247,634 |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (92,436) | (71,066) |
Sponsor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 155 months | |
Gross carrying amount | $ 17,200 | 17,200 |
Accumulated amortization | (4,680) | (3,705) |
Net | 12,520 | 13,495 |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (4,680) | (3,705) |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 13 months | |
Gross carrying amount | $ 16,470 | 46,952 |
Accumulated amortization | (14,026) | (41,335) |
Net | 2,444 | 5,617 |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (14,026) | (41,335) |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 22 months | |
Gross carrying amount | $ 3,100 | 2,600 |
Accumulated amortization | (1,346) | (396) |
Net | 1,754 | 2,204 |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (1,346) | (396) |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 174 months | |
Gross carrying amount | $ 57,143 | 101,575 |
Accumulated amortization | (1,784) | (100,518) |
Net | 55,359 | 1,057 |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (1,784) | (100,518) |
CPA firm relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 174 months | |
Gross carrying amount | $ 4,070 | 0 |
Accumulated amortization | (136) | 0 |
Net | 3,934 | 0 |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (136) | 0 |
Curriculum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 17 months | |
Gross carrying amount | $ 900 | 1,700 |
Accumulated amortization | (496) | (996) |
Net | 404 | 704 |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (496) | $ (996) |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Summary of Amortized Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Cost of revenue | $ 0 | $ 0 | $ 99 |
Amortization of other acquired intangible assets | 29,745 | 37,357 | 33,487 |
Total amortization expense | $ 29,745 | $ 37,357 | $ 33,586 |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets - Information About Expected Amortization of Definite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 28,185 | |
2022 | 24,980 | |
2023 | 23,666 | |
2024 | 23,106 | |
2025 | 22,427 | |
Thereafter | 180,315 | |
Net | $ 302,679 | $ 270,711 |
Debt - Schedule of Company's De
Debt - Schedule of Company's Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Less: Current portion of long-term debt, net | $ (1,784) | $ (11,228) |
Long-term debt, net | 552,553 | 381,485 |
Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Term loan borrowed | 563,156 | 399,687 |
Unamortized discount | (4,173) | (1,366) |
Unamortized debt issuance expense | (4,646) | (5,608) |
Net carrying value | $ 554,337 | $ 392,713 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Jul. 01, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | May 01, 2020 | Dec. 31, 2019 | May 06, 2019 |
Honkamp Krueger Financial Services, Inc. | ||||||||
Debt Instrument [Line Items] | ||||||||
Business combination purchase price | $ 104,400,000 | |||||||
Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount outstanding | $ 563,200,000 | $ 563,200,000 | ||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount outstanding | 0 | 0 | ||||||
Senior Secured Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | 740,000,000 | 740,000,000 | ||||||
Term loan borrowed | 563,156,000 | 563,156,000 | $ 399,687,000 | |||||
Amount available for future borrowings | 65,000,000 | $ 65,000,000 | ||||||
Senior Secured Credit Facility | Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount increase | 175,000,000 | $ 125,000,000 | ||||||
Variable interest rate | 5.00% | |||||||
Debt instrument, periodic payment, principal | $ 500,000 | |||||||
Term loan borrowed | $ 675,000,000 | $ 675,000,000 | $ 125,000,000 | |||||
Senior Secured Credit Facility | Term Loan | Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate | 4.00% | |||||||
Senior Secured Credit Facility | Term Loan | ABR | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate | 3.00% | |||||||
Senior Secured Credit Facility | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount outstanding, that triggers minimum liquidity requirement | $ 0 | |||||||
Liquidity requirement | 115,000,000 | |||||||
Borrowing amount that triggers increase in maximum consolidated net leverage ratio | $ 0 | |||||||
Maximum consolidated total net leverage ratio | 375.00% | 375.00% | 575.00% | |||||
Credit facility | $ 65,000,000 | $ 65,000,000 | ||||||
Senior Secured Credit Facility | Revolving Credit Facility | Eurodollar | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate | 2.75% | |||||||
Senior Secured Credit Facility | Revolving Credit Facility | Eurodollar | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate | 3.25% | |||||||
Senior Secured Credit Facility | Revolving Credit Facility | ABR | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate | 1.75% | |||||||
Senior Secured Credit Facility | Revolving Credit Facility | ABR | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate | 2.25% |
Debt - Future Principal Payment
Debt - Future Principal Payments on Term Loan (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 1,812 |
2022 | 1,812 |
2023 | 1,812 |
2024 | 557,720 |
Debt commitments, Total | $ 563,156 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 01, 2020 | Jan. 01, 2020 | |
Lessee, Lease, Description [Line Items] | |||||
Rent expense | $ 4,700 | ||||
Weighted-average remaining operating lease term | 11 years | ||||
Weighted-average operating lease discount rate | 5.40% | ||||
Lease liabilities from new ROU assets | $ 21,766 | $ 15,829 | |||
Right-of-use assets, net | 23,455 | 10,151 | |||
Lease liabilities | 38,708 | $ 9,088 | |||
Undiscounted lease payments | $ 53,275 | ||||
Honkamp Krueger Financial Services, Inc. | |||||
Lessee, Lease, Description [Line Items] | |||||
Right-of-use assets, net | $ 1,500 | ||||
Lease liabilities | $ 1,400 | ||||
Honkamp Krueger Financial Services, Inc. | Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Remaining lease term | 1 year | ||||
Honkamp Krueger Financial Services, Inc. | Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Remaining lease term | 4 years | ||||
Corporate Office Headquarters | |||||
Lessee, Lease, Description [Line Items] | |||||
Right-of-use assets, net | $ 20,700 | ||||
Lease liabilities | $ 20,400 | ||||
Undiscounted lease payments | $ 45,200 | ||||
Tenant improvement allowance | $ 9,700 |
Leases - Operating Lease Expens
Leases - Operating Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease, Cost [Abstract] | ||
Fixed lease expense | $ 6,762 | $ 5,224 |
Variable lease expense | 893 | 1,315 |
Lease expense, before sublease income | 7,655 | 6,539 |
Sublease income | (1,235) | (1,287) |
Total lease expense, net of sublease income | 6,420 | 5,252 |
Additional lease information: | ||
Cash paid on operating lease liabilities | 3,818 | 7,339 |
Lease liabilities obtained from new right-of-use assets | $ 21,766 | $ 15,829 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Lease liabilities—current | $ 2,304 | $ 3,223 |
Lease liabilities—long-term | 36,404 | 5,865 |
Total operating lease liabilities | $ 38,708 | $ 9,088 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | bcor:LeaseLiabilitiesCurrent | bcor:LeaseLiabilitiesCurrent |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | bcor:LeaseLiabilitiesNonCurrent | bcor:LeaseLiabilitiesNonCurrent |
Leases Maturities of Operating
Leases Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 2,667 | |
2022 | 5,056 | |
2023 | 5,138 | |
2024 | 5,077 | |
2025 | 5,013 | |
Thereafter | 30,324 | |
Total undiscounted cash flows | 53,275 | |
Imputed interest | (14,567) | |
Total operating lease liabilities | $ 38,708 | $ 9,088 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid expenses and other current assets, net | ||
Prepaid expenses | $ 9,643 | $ 11,787 |
Other current assets | 678 | 562 |
Total prepaid expenses and other current assets, net | $ 10,321 | $ 12,349 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment | ||
Property and equipment, Gross | $ 68,159 | $ 32,607 |
Accumulated depreciation | (23,712) | (19,172) |
Property and equipment | 44,447 | 13,435 |
Capital projects in progress | 14,053 | 5,271 |
Total property and equipment, net | 58,500 | 18,706 |
Internally developed software | ||
Property and equipment | ||
Property and equipment, Gross | 22,983 | 13,046 |
Total property and equipment, net | 26,600 | 12,800 |
Computer equipment and data center | ||
Property and equipment | ||
Property and equipment, Gross | 7,807 | 6,998 |
Purchased software | ||
Property and equipment | ||
Property and equipment, Gross | 7,300 | 5,404 |
Leasehold improvements and other | ||
Property and equipment | ||
Property and equipment, Gross | 17,647 | 4,624 |
Airplane | ||
Property and equipment | ||
Property and equipment, Gross | 3,770 | 0 |
Office furniture | ||
Property and equipment | ||
Property and equipment, Gross | 6,116 | 1,221 |
Office equipment | ||
Property and equipment | ||
Property and equipment, Gross | $ 2,536 | $ 1,314 |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 7,293 | $ 5,479 | $ 4,468 |
Definite-lived intangible assets, net | 58,500 | 18,706 | |
Incentives received, reported in current and long-term deferred revenue | 9,300 | ||
Deferred revenue—current | 12,298 | 12,014 | |
Deferred revenue—long-term | 6,247 | 7,172 | |
Clearing Firm | |||
Property, Plant and Equipment [Line Items] | |||
Deferred revenue—current | 900 | ||
Deferred revenue—long-term | 6,200 | ||
Property, Plant and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | 10,200 | 6,900 | 5,000 |
Internally Developed Software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | 5,400 | 3,200 | $ 1,500 |
Definite-lived intangible assets, net | $ 26,600 | $ 12,800 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||
Salaries and related expenses | $ 19,317 | $ 15,053 |
Retained purchase price from 1st Global Acquisition | 0 | 1,050 |
Accrued vendor and advertising costs | 2,606 | 4,351 |
Other | 5,268 | 4,638 |
Total accrued expenses and other current liabilities | 56,419 | 36,144 |
1st Global | ||
Business Acquisition [Line Items] | ||
Contingent liability | 11,328 | 11,052 |
Honkamp Krueger Financial Services, Inc. | ||
Business Acquisition [Line Items] | ||
Contingent liability | $ 17,900 | $ 0 |
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) - USD ($) $ in Thousands | Dec. 31, 2020 | Jul. 01, 2020 | Dec. 31, 2019 |
Liabilities, Fair Value Disclosure [Abstract] | |||
HKFS Contingent Consideration | $ 35,900 | ||
Honkamp Krueger Financial Services, Inc. | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
HKFS Contingent Consideration | 27,600 | $ 27,600 | |
Fair Value Measurements, Recurring | |||
Cash equivalents: | |||
Total assets at fair value | 4,290 | $ 4,264 | |
Liabilities, Fair Value Disclosure [Abstract] | |||
Total liabilities at fair value | 35,900 | ||
Fair Value Measurements, Recurring | Money Market and Other Funds | |||
Cash equivalents: | |||
Total cash equivalents | 4,290 | 4,264 | |
Fair Value Measurements, Recurring | Honkamp Krueger Financial Services, Inc. | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
HKFS Contingent Consideration | 35,900 | ||
Fair Value Measurements, Recurring | Quoted prices in active markets using identical assets (Level 1) | |||
Cash equivalents: | |||
Total assets at fair value | 4,290 | 4,264 | |
Liabilities, Fair Value Disclosure [Abstract] | |||
Total liabilities at fair value | 0 | ||
Fair Value Measurements, Recurring | Quoted prices in active markets using identical assets (Level 1) | Money Market and Other Funds | |||
Cash equivalents: | |||
Total cash equivalents | 4,290 | 4,264 | |
Fair Value Measurements, Recurring | Quoted prices in active markets using identical assets (Level 1) | Honkamp Krueger Financial Services, Inc. | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
HKFS Contingent Consideration | 0 | ||
Fair Value Measurements, Recurring | Significant other observable inputs (Level 2) | |||
Cash equivalents: | |||
Total assets at fair value | 0 | 0 | |
Liabilities, Fair Value Disclosure [Abstract] | |||
Total liabilities at fair value | 0 | ||
Fair Value Measurements, Recurring | Significant other observable inputs (Level 2) | Money Market and Other Funds | |||
Cash equivalents: | |||
Total cash equivalents | 0 | 0 | |
Fair Value Measurements, Recurring | Significant other observable inputs (Level 2) | Honkamp Krueger Financial Services, Inc. | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
HKFS Contingent Consideration | 0 | ||
Fair Value Measurements, Recurring | Significant unobservable inputs (Level 3) | |||
Cash equivalents: | |||
Total assets at fair value | 0 | 0 | |
Liabilities, Fair Value Disclosure [Abstract] | |||
Total liabilities at fair value | 35,900 | ||
Fair Value Measurements, Recurring | Significant unobservable inputs (Level 3) | Money Market and Other Funds | |||
Cash equivalents: | |||
Total cash equivalents | 0 | $ 0 | |
Fair Value Measurements, Recurring | Significant unobservable inputs (Level 3) | Honkamp Krueger Financial Services, Inc. | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
HKFS Contingent Consideration | $ 35,900 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Dec. 31, 2020USD ($) | Jul. 01, 2020USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
HKFS contingent consideration | $ 35,900,000 | |
Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Principal amount outstanding | 563,200,000 | |
Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Principal amount outstanding | 0 | |
Fair Value | Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value disclosure | $ 561,700,000 | |
Measurement Input, Discount Rate | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Business combination, contingent consideration, liability, measurement input | 0.128 | |
Measurement Input, Price Volatility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Business combination, contingent consideration, liability, measurement input | 0.349 | |
Honkamp Krueger Financial Services, Inc. | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
HKFS contingent consideration | $ 27,600,000 | $ 27,600,000 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Unobservable Inputs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Acquisition-related contingent consideration liability: | |
Beginning balance | $ 0 |
Recognized at HKFS Acquisition | 27,600 |
Valuation loss included in net income (loss) | 8,300 |
Ending balance | $ 35,900 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase commitments, 2020 | $ 16,072 |
Purchase commitments, 2021 | 8,930 |
Purchase commitments, 2022 | 7,629 |
Purchase commitments, 2023 | 5,546 |
Purchase commitments, 2024 | 4,671 |
Thereafter | 7,969 |
Total purchase commitments | $ 50,817 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 19, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Authorized repurchase amount, stock repurchase program | $ 100,000 | ||||
Stock repurchases | $ 28,399 | ||||
Adjustment of redeemable noncontrolling interests | $ 0 | 0 | $ 5,977 | ||
Redeemable noncontrolling interest, equity, redemption value | 24,900 | ||||
Payment of redeemable noncontrolling interests | $ 24,900 | $ 0 | $ 24,945 | $ 0 | |
Treasury stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock repurchases (in shares) | 0 | 1,306,000 | 0 | ||
Stock repurchases | $ 28,399 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Components of Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Beginning balance | $ 643,515 | $ 607,595 | $ 541,387 |
Other Comprehensive Income (Loss), Net of Tax | 272 | 174 | (442) |
Ending balance | 312,290 | 643,515 | 607,595 |
Foreign currency translation adjustment | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Beginning balance | (272) | (446) | (4) |
Other Comprehensive Income (Loss), Net of Tax | 272 | 174 | (442) |
Ending balance | 0 | (272) | (446) |
Accumulated other comprehensive income (loss) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Beginning balance | (272) | (446) | (4) |
Other Comprehensive Income (Loss), Net of Tax | 174 | (442) | |
Ending balance | $ 0 | $ (272) | $ (446) |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for issuance | 6,548,963 | |
Vesting period | 3 years | |
Expected dividend yield | 0.00% | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Stock Options And Time-Based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 33.33% | |
Stock Options And Time-Based Restricted Stock Units | Share-based Payment Arrangement, Tranche One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Performance-Based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration period | 7 years | |
2016 Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of employee base earnings | 15.00% | |
Purchase price of common stock, percent | 85.00% | |
Shares available for issuance | 800,000 | 2,700,000 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Options, RSUs and MSUs (Detail) | Dec. 31, 2020shares |
Share-based Payment Arrangement [Abstract] | |
Number of shares authorized for awards (in shares) | 12,277,883 |
Options and RSUs outstanding (in shares) | 2,865,692 |
Options and RSUs expected to vest (in shares) | 2,510,231 |
Options and RSUs available for grant (in shares) | 6,548,963 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Incentive Plans Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options, Forfeited (in shares) | (368,678) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Stock units, Forfeited (in shares) | (444,657) | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options, Outstanding, Beginning balance (in shares) | 1,614,307 | ||
Options, Granted (in shares) | 803,210 | ||
Options, Forfeited (in shares) | (382,866) | ||
Options, Expired (in shares) | (657,898) | ||
Options, Exercised (in shares) | (12,426) | ||
Options, Outstanding, Ending balance (in shares) | 1,364,327 | 1,614,307 | |
Options, Exercisable, period end (in shares) | 601,055 | ||
Options, Vested and expected to vest after period end (in shares) | 1,233,665 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted average exercise price, Beginning balance (in USD per share) | $ 19.16 | ||
Weighted average exercise price, Granted (in USD per share) | 17.21 | ||
Weighted average exercise price, Forfeited (in USD per share) | 25.49 | ||
Weighted-average exercise price, Expired (in USD per share) | 17.16 | ||
Weighted average exercise price, Exercised (in USD per share) | 7.61 | ||
Weighted average exercise price, Ending balance (in USD per share) | 17.31 | $ 19.16 | |
Weighted average exercise price, Exercisable, period end (in USD per share) | 17.83 | ||
Weighted average exercise price, Expected to vest after period end (in USD per share) | $ 17.45 | ||
Intrinsic value, Outstanding | $ 2,738 | ||
Intrinsic value, Exercisable, period end | 966 | ||
Intrinsic value, Vested and expected to vest after period end | $ 2,396 | ||
Weighted average remaining contractual term (in years), Outstanding | 4 years 9 months 18 days | ||
Weighted average remaining contractual term (in years), Exercisable, period end | 3 years | ||
Weighted average remaining contractual term (in years), Vested and expected after period end | 4 years 7 months 6 days | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Stock units, Outstanding, Beginning balance (in shares) | 1,356,695 | ||
Stock units, Granted (in shares) | 949,142 | ||
Stock units, Forfeited (in shares) | (596,550) | ||
Stock units, Vested (in shares) | (207,922) | ||
Stock units, Outstanding, Ending balance (in shares) | 1,501,365 | 1,356,695 | |
Stock units, Expected to vest after period end (in shares) | 1,276,566 | ||
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 (in USD per share) | $ 28.22 | ||
Weighted average grant date fair value, Granted (in USD per share) | 19.06 | $ 28.89 | $ 26.89 |
Weighted average grant date fair value, Forfeited (in USD per share) | 27.04 | ||
Weighted average grant date fair value, Vested (in USD per share) | 26.11 | ||
Weighted average grant date fair value, Outstanding, Ending balance (in USD per share) | 23.19 | $ 28.22 | |
Weighted average grant date fair value, Expected to vest after period end (in USD per share) | $ 23.21 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] | |||
Intrinsic value, Outstanding | $ 23,888 | ||
Intrinsic value, Expected to vest after period end | $ 20,310 | ||
Weighted average remaining contractual term (in years), Outstanding | 1 year 2 months 12 days | ||
Weighted average remaining contractual term (in years), Expected to vest after period end | 1 year 1 month 6 days |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Supplemental Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value per option granted (in USD per share) | $ 6.04 | $ 8.88 | $ 7.68 |
Total intrinsic value of options exercised (in thousands) | $ 71 | $ 17,674 | $ 27,759 |
Total fair value of options vested (in thousands) | $ 4,488 | $ 2,593 | $ 4,142 |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value per unit granted (In USD per share) | $ 19.06 | $ 28.89 | $ 26.89 |
Total intrinsic value of units vested (in thousands) | $ 4,115 | $ 10,679 | $ 16,452 |
Total fair value of units vested (in thousands) | $ 6,182 | $ 6,368 | $ 6,069 |
Stock-based Compensation - St_2
Stock-based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 10,066 | $ 16,300 | $ 13,253 |
Scenario, Adjustment | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | (8,500) | ||
Cost of revenue | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 5,129 | 4,082 | 1,467 |
Engineering and technology | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 795 | 715 | 766 |
Sales and marketing | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 1,776 | 346 | 2,424 |
General and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 2,366 | $ 11,157 | $ 8,596 |
Stock-based Compensation - St_3
Stock-based Compensation - Stock Option Grants and Warrant (Detail) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | ||
Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected life | 3 years 6 months | 3 years 7 months 6 days | 3 years 7 months 6 days |
Minimum | Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.24% | 2.28% | 1.82% |
Expected volatility | 39.00% | 38.00% | 38.00% |
Maximum | Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.62% | 2.88% | 2.54% |
Expected volatility | 56.00% | 42.00% | 42.00% |
Stock-based Compensation - Unre
Stock-based Compensation - Unrecognized Stock-Based Compensation Expense (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expense | $ 13,821 |
Weighted average period over which to be recognized (in years) | 1 year 4 months 24 days |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expense | $ 1,515 |
Weighted average period over which to be recognized (in years) | 1 year 6 months |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expense | $ 12,306 |
Weighted average period over which to be recognized (in years) | 1 year 4 months 24 days |
Other Loss, Net - Schedule of O
Other Loss, Net - Schedule of Other Loss Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | |||
Interest expense | $ 24,570 | $ 19,017 | $ 15,610 |
Amortization of debt issuance costs | 1,372 | 1,042 | 833 |
Accretion of debt discounts | 693 | 228 | 163 |
Total interest expense | 26,635 | 20,287 | 16,606 |
Interest income | (65) | (449) | (349) |
Gain on sale of a business | (349) | (3,256) | 0 |
Non-capitalized debt issuance expenses | 3,687 | 0 | 0 |
Loss on debt extinguishment and modification expense | 0 | 0 | 1,534 |
Other | 1,396 | 333 | (1,994) |
Other loss, net | $ 31,304 | 16,915 | 15,797 |
Gain on sale of investment | $ 3,300 | $ 2,100 |
401 (K) Plan (Details)
401 (K) Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Employer discretionary contribution amount | $ 2.8 | $ 2.4 | $ 1.9 |
Minimum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution as a percentage of employees' gross pay | 1.00% | ||
Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution as a percentage of employees' gross pay | 4.00% |
Income Taxes Income Taxes - Inc
Income Taxes Income Taxes - Income (Loss) from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (300,424) | $ (18,088) | $ 51,385 |
Foreign | 0 | 1,182 | 495 |
Income (loss) before income taxes | $ (300,424) | $ (16,906) | $ 51,880 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) from Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
U.S. federal | $ 0 | $ (732) | $ (42) |
State | 1,272 | 2,901 | 3,230 |
Foreign | 0 | 333 | 157 |
Total current expense | 1,272 | 2,502 | 3,345 |
Deferred: | |||
U.S. federal | 40,857 | (62,580) | (3,035) |
State | 202 | (4,970) | 37 |
Foreign | 0 | (6) | (36) |
Total deferred expense (benefit) | 41,059 | (67,556) | (3,034) |
Income tax expense (benefit) | $ 42,331 | $ (65,054) | $ 311 |
Income Taxes - Income Tax Exp_2
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) at the statutory federal income tax rate | $ (63,089) | $ (3,550) | $ 10,895 |
Non-deductible compensation | 1,681 | 1,933 | 2,796 |
Non-deductible acquisition-related transaction costs | 0 | 1,359 | 0 |
State income taxes, net of federal benefit | 1,053 | (1,897) | 2,014 |
Uncertain tax positions and audit settlements | (575) | (1,227) | 473 |
Research and development credit | 0 | 0 | (552) |
Excess tax (benefits) and deficiencies of stock-based compensation | 1,004 | (4,100) | (6,851) |
Valuation allowances | 23,911 | (56,881) | (8,537) |
Non-deductible goodwill | 56,831 | 0 | 0 |
Net operating loss write-off | 21,051 | 0 | 0 |
Other | 464 | (691) | 73 |
Income tax expense (benefit) | $ 42,331 | $ (65,054) | $ 311 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Valuation allowances | $ 23,911,000 | $ (56,881,000) | $ (8,537,000) |
Federal net operating loss carryforwards for income tax purposes | 249,200,000 | ||
State net operating loss carryforwards for income tax purposes | 27,900,000 | ||
Unrecognized tax benefits impacting effective tax rate | 2,800,000 | 6,300,000 | |
Deferred tax asset subject to valuation allowance | 4,700,000 | 13,200,000 | |
Significant adjustments | 0 | ||
Uncertain tax position, interest and penalties | (400,000) | $ 400,000 | |
Interest and penalties accrued | $ 1,500,000 | $ 1,400,000 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||||
Net operating loss and credit carryforwards | $ 54,196 | $ 84,684 | ||
Capital loss | 22,753 | 22,948 | ||
Accrued compensation | 7,094 | 6,686 | ||
Stock-based compensation | 4,848 | 4,986 | ||
Deferred revenue | 3,935 | 4,042 | ||
Lease liability | 9,193 | 2,133 | ||
Other, net | 3,583 | 3,833 | ||
Total gross deferred tax assets | 105,602 | 129,312 | ||
Valuation allowance | (67,735) | (43,824) | $ (100,705) | $ (109,242) |
Deferred tax assets, net of valuation allowance | 37,867 | 85,488 | ||
Deferred tax liabilities: | ||||
Amortization | (59,580) | (69,668) | ||
Depreciation | (1,947) | (2,521) | ||
Right-of-use assets | (5,571) | (2,382) | ||
Other, net | (1,432) | (920) | ||
Total gross deferred tax liabilities | (68,530) | (75,491) | ||
Net deferred tax assets (liabilities) | $ (30,663) | |||
Net deferred tax assets (liabilities) | $ 9,997 |
Income Taxes - Changes in Valua
Income Taxes - Changes in Valuation Allowance for Deferred Tax Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred Tax Assets Valuation Allowance [Roll Forward] | |||
Balance at beginning of year | $ 43,824 | $ 100,705 | $ 109,242 |
Increase (decrease) in valuation allowance—future year utilization | 18,136 | (45,651) | 0 |
Increase (decrease) in valuation allowance—current year utilization | 5,047 | (10,943) | (8,597) |
Increase (decrease) in valuation allowance—other | 728 | (287) | 60 |
Balance at end of year | $ 67,735 | $ 43,824 | $ 100,705 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefit Balances (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, Beginning Balance | $ 19,483 | $ 22,590 | $ 22,625 |
Gross increases for tax positions of prior years | 0 | 0 | 516 |
Gross decreases for tax positions of prior years | (11,972) | (1,858) | (508) |
Gross increases for tax positions of current year | 0 | 60 | 0 |
Purchase accounting for 1st Global Acquisition | (35) | ||
Purchase accounting for 1st Global Acquisition | 442 | 0 | |
Settlements with taxing authorities | 0 | (563) | 0 |
Statute of limitations expirations | 0 | (1,188) | (43) |
Unrecognized tax benefits, Ending Balance | $ 7,476 | $ 19,483 | $ 22,590 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ (342,755) | $ 48,148 | $ 51,569 | |
Net income attributable to noncontrolling interests | 0 | 0 | (935) | |
Adjustment of redeemable noncontrolling interests | 0 | 0 | (5,977) | |
Net income (loss) attributable to Blucora, Inc. shareholders after adjustment of redeemable noncontrolling interests | $ (342,755) | $ 48,148 | $ 44,657 | |
Basic weighted average common shares outstanding (in shares) | [1] | 47,978 | 48,264 | 47,394 |
Dilutive potential common shares (in shares) | 0 | 1,018 | 1,987 | |
Diluted weighted average common shares outstanding (in shares) | [1] | 47,978 | 49,282 | 49,381 |
Net income (loss) per share attributable to Blucora, Inc.: | ||||
Basic net income (loss) per share (in USD per share) | [1] | $ (7.14) | $ 1 | $ 0.94 |
Diluted net income (loss) per share (in USD per share) | [1] | $ (7.14) | $ 0.98 | $ 0.90 |
Shares excluded (in shares) | 2,936 | 1,150 | 354 | |
[1] | Net income per share for the year ended December 31, 2018 included the the impact of the noncontrolling interest redemption discussed further in “Note 11—Stockholders' Equity” and in “Note 16—Net Income (Loss) Per Share.” |