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Blucora Reports Fourth Quarter and Full Year 2015 Results


BELLEVUE, WA--(Marketwired - February 11, 2016) -  Blucora, Inc. (NASDAQ: BCOR) today announced financial results for the fourth quarter and full year ended December 31, 2015.

2015 Highlights and Recent Developments

  • Blucora completed the acquisition of HD Vest on December 31, 2015, which reported a 5% increase in revenue and a 7% increase in income for 2015.
  • TaxAct posted a 13% increase in revenue and a 15% increase in segment income for 2015, marking the fourth consecutive year of double-digit top and bottom line growth under Blucora's ownership.
  • TaxAct introduced a new forms based pricing structure for the current tax season, offering Free State and Federal for simple returns.
  • TaxAct recently debuted a robust new set of enhancements to its Preparer's editions and a new client portal.
  • HD Vest recruiting at highest levels in more than eight years at the firm and exited the year with 4,600 advisors up 2% and marks the third consecutive year of advisor growth.

"Blucora made transformational changes in 2015," said Bill Ruckelshaus, President and Chief Executive Officer of Blucora. "Our acquisition of HD Vest last year was guided by two principal beliefs. First, the HD Vest market opportunity is compelling, the Company has a differentiated business model, and a proven team. Second, there are meaningful opportunities in bringing HD Vest and TaxAct under common ownership to create a more strategically focused Blucora going forward. With the HD Vest acquisition now complete, our attention is fixed on executing in the current season at TaxAct, integrating HD Vest and laying the groundwork for future cross-collaboration between our two businesses. Our divestiture processes for Monoprice and Infospace are proceeding as planned."

The following presentation represents pro forma financial information and includes HD Vest. In addition, it excludes the Search and Content and E-Commerce segments which have been classified as discontinued operations for all periods presented. The Company believes that this presentation most accurately reflects the financial performance of the Company on a go-forward basis.

                                                                            
      Pro Forma Summary Financial Performance: Q4 and Full Year 2015        
                 ($ in millions except per share amounts)                   
                                                                            
                                                     Full    Full           
                             Q4      Q4              Year    Year           
                            2015    2014   Change    2015    2014   Change  
                           ------  ------  ------   ------  ------  ------  
Pro Forma Revenues         $ 85.0  $ 81.6       4%  $437.4  $408.6       7% 
  Wealth Management          82.1    79.1       4%   319.7   304.9       5% 
  Tax Preparation             2.9     2.5      14%   117.7   103.7      13% 
Pro Forma Segment Income      7.7     7.3       6%   100.0    90.0      11% 
  Wealth Management          12.2    10.4      18%    43.0    40.3       7% 
  Tax Preparation            (4.5)   (3.1)     47%    57.0    49.7      15% 
Pro Forma Unallocated                                                       
 Corporate Operating                                                        
 Expenses                     4.3     4.3       -%    17.8    14.2      25% 
Pro Forma Adjusted EBITDA  $  3.5  $  3.0      15%  $ 82.2  $ 75.8       9% 
Pro Forma Non-GAAP:                                                         
  Income (Loss) from                                                        
   Continuing Operations   $ (8.0) $ (8.5)     (6)% $ 37.0  $ 30.1      23% 
  Diluted Income (Loss)                                                     
   per Share from                                                           
   Continuing Operations   $(0.19) $(0.21)    (10)% $ 0.88  $ 0.70      26% 
Pro Forma GAAP:                                                             
  Income (Loss) from                                                        
   Continuing Operations   $(13.9) $(13.8)      1%  $(11.5) $(15.5)    (26)%
  Diluted Income (Loss)                                                     
   per Share from                                                           
   Continuing Operations   $(0.34) $(0.34)      -%  $(0.28) $(0.37)    (24)%
                                                                            

See reconciliation of pro forma non-GAAP to GAAP measures in table below.

First Quarter and Full Year 2016 Outlook

For the first quarter of 2016, the Company expects revenues to be between $162.5 million and $167.0 million, Adjusted EBITDA to be between $49.0 million and $52.0 million, Non-GAAP income from continuing operations to be between $36.7 million and $39.9 million, or $0.88 to $0.96 per diluted share, and GAAP income from continuing operations to be between $14.4 million and $16.6 million, or $0.35 to $0.40 per diluted share.

For the full year 2016, the Company expects revenues to be between $444.0 million and $462.5 million, Adjusted EBITDA to be between $86.0 million and $91.5 million, Non-GAAP income from continuing operations to be between $40.6 million and $47.5 million, or $0.96 to $1.12 per diluted share, and GAAP loss from continuing operations to be between $(7.5) million and $(2.2) million, or $(0.18) to $(0.05) per diluted share.

                                                                            
     As Reported Summary Financial Performance: Q4 and Full Year 2015       
                 ($ in millions except per share amounts)                   
                                                                            
                                                      Full    Full          
                               Q4      Q4             Year    Year          
                              2015    2014   Change   2015    2014   Change 
                             ------  ------  ------  ------  ------  ------ 
Revenues                                                                    
  Tax Preparation            $  2.9  $  2.5      14% $117.7  $103.7      13%
Segment Income                                                              
  Tax Preparation            $ (4.5) $ (3.1)     47% $ 57.0  $ 49.7      15%
Adjusted EBITDA              $ (8.8) $ (7.3)     20% $ 39.2  $ 35.5      11%
Non-GAAP:                                                                   
  Income (Loss) from                                                        
   Continuing Operations     $(11.5) $ (9.5)     21% $ 28.2  $ 23.3      21%
  Diluted Income (Loss) per                                                 
   Share from Continuing                                                    
   Operations                $(0.28) $(0.23)     22% $ 0.67  $ 0.54      24%
GAAP:                                                                       
  Income (Loss) from                                                        
   Continuing Operations     $(22.3) $(11.7)     91% $(12.7) $ (5.5)    130%
  Diluted Income (Loss) per                                                 
   Share from Continuing                                                    
   Operations                $(0.55) $(0.29)     90% $(0.31) $(0.13)    138%
                                                                            

See reconciliation of non-GAAP to GAAP measures in table below.

Other

For the full year 2015, the Company repurchased 0.6 million shares for approximately $7.7 million. The Company has approximately $28.7 million authorized under the current plan.

Conference Call and Webcast

A conference call and live webcast will be held today at 2 p.m. Pacific Time / 5 p.m. Eastern Time during which the Company will further discuss fourth quarter and full year results, its outlook for the first quarter and full year of 2016, and other business matters. We have also provided supplemental financial information to our results that can be accessed in the Investor Relations section of the Blucora corporate website at http://www.blucora.com and filed with the SEC on Form 8-K. A replay of the call and management's prepared remarks will also be available on our website.

About Blucora®
Blucora, Inc. (NASDAQ: BCOR) is a leading provider of technology-enabled financial solutions to consumers, small businesses and tax professionals. Our products and services in tax preparation and wealth management, through TaxAct and HD Vest, help consumers manage their financial lives. TaxAct is an affordable digital tax preparation solution for individuals, business owners and tax professionals. HD Vest Financial Services ® supports an independent network of tax professionals who provide comprehensive financial planning solutions. For more information on Blucora or its businesses, please visit www.blucora.com.

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results may differ significantly from management's expectations due to various risks and uncertainties including, but not limited to: general economic, industry, and market sector conditions; the availability of products to sell; the timing and extent of market acceptance of developed products and services and related costs; our dependence on companies to distribute our products and services; the ability to successfully integrate acquired businesses; future acquisitions; the successful execution of the Company's strategic initiatives, technology enhancements, operating plans, and marketing strategies; and the condition of our cash investments. A more detailed description of these and certain other factors that could affect actual results is included in Blucora, Inc.'s most recent Quarterly Report on Form 10-Q and subsequent reports filed with or furnished to the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Blucora, Inc. undertakes no obligation to update any forward-looking statements to reflect new information, events, or circumstances after the date of this release or to reflect the occurrence of unanticipated events.

                                                                            
                               Blucora, Inc.                                
        Preliminary Condensed Consolidated Statements of Operations         
                                (Unaudited)                                 
               (Amounts in thousands, except per share data)                
                                                                            
                                     Three months ended      Years ended    
                                        December 31,        December 31,    
                                     ------------------  ------------------ 
                                       2015      2014      2015      2014   
                                     --------  --------  --------  -------- 
Services revenue                     $  2,865  $  2,519  $117,708  $103,719 
                                                                            
Operating expenses:                                                         
  Cost of revenue:                                                          
    Services cost of revenue            1,487     1,176     6,167     5,880 
    Amortization of acquired                                                
     technology                         1,910     1,862     7,546     7,450 
                                     --------  --------  --------  -------- 
      Total cost of revenue (1)         3,397     3,038    13,713    13,330 
  Engineering and technology (1)        1,636     1,028     5,107     3,758 
  Sales and marketing (1)               3,030     2,857    45,854    42,671 
  General and administrative (1)       19,869     7,113    43,563    25,315 
  Depreciation                            420       334     1,521     1,300 
  Amortization of other acquired                                            
   intangible assets                    3,191     3,186    12,757    12,742 
                                     --------  --------  --------  -------- 
      Total operating expenses         31,543    17,556   122,515    99,116 
                                     --------  --------  --------  -------- 
Operating income (loss)               (28,678)  (15,037)   (4,807)    4,603 
Other loss, net (2)                    (3,433)   (3,333)  (12,542)  (13,489)
                                     --------  --------  --------  -------- 
Loss from continuing operations                                             
 before income taxes                  (32,111)  (18,370)  (17,349)   (8,886)
Income tax benefit                      9,767     6,675     4,623     3,342 
                                     --------  --------  --------  -------- 
Loss from continuing operations       (22,344)  (11,695)  (12,726)   (5,544)
Loss from discontinued operations,                                          
 net of income taxes (3)              (34,470)  (56,338)  (27,348)  (30,003)
                                     --------  --------  --------  -------- 
Net loss                             $(56,814) $(68,033) $(40,074) $(35,547)
                                     ========  ========  ========  ======== 
Net loss per share - basic:                                                 
  Continuing operations              $  (0.55) $  (0.29) $  (0.31) $  (0.13)
  Discontinued operations               (0.84)    (1.38)    (0.67)    (0.73)
                                     --------  --------  --------  -------- 
  Basic net loss per share           $  (1.39) $  (1.67) $  (0.98) $  (0.86)
                                     ========  ========  ========  ======== 
Net loss per share - diluted:                                               
  Continuing operations              $  (0.55) $  (0.29) $  (0.31) $  (0.13)
  Discontinued operations               (0.84)    (1.38)    (0.67)    (0.73)
                                     --------  --------  --------  -------- 
  Diluted net loss per share         $  (1.39) $  (1.67) $  (0.98) $  (0.86)
                                     ========  ========  ========  ======== 
Weighted average shares outstanding:                                        
  Basic                                40,979    40,820    40,959    41,396 
  Diluted                              40,979    40,820    40,959    41,396 
                                                                            

(1) Stock-based compensation expense was allocated among the following captions (in thousands):

                                                                            
                                     Three months ended      Years ended    
                                        December 31,        December 31,    
                                     ------------------  ------------------ 
                                       2015      2014      2015      2014   
                                     --------  --------  --------  -------- 
Cost of revenue                      $     25  $     37  $     96  $    254 
Engineering and technology                148       119       484       516 
Sales and marketing                       161       192       771       829 
General and administrative              2,386     1,779     7,343     7,095 
                                     --------  --------  --------  -------- 
  Total stock-based compensation                                            
   expense                           $  2,720  $  2,127  $  8,694  $  8,694 
                                     ========  ========  ========  ======== 
                                                                            
(2) Other loss, net was allocated among the following captions (in          
 thousands):                                                                
                                                                            
                                     Three months ended      Years ended    
                                        December 31,        December 31,    
                                     ------------------  ------------------ 
                                       2015      2014      2015      2014   
                                     --------  --------  --------  -------- 
Interest income                      $   (179) $    (87) $   (609) $   (355)
Interest expense                        2,211     2,308     9,044     9,476 
Amortization of debt issuance costs       291       272     1,133     1,059 
Accretion of debt discounts               993       923     3,866     3,594 
Loss on debt extinguishment and                                             
 modification expense                     398         -       398         - 
Gain on third party bankruptcy                                              
 settlement                               (62)     (119)   (1,128)     (286)
Other                                    (219)       36      (162)        1 
                                     --------  --------  --------  -------- 
  Other loss, net                    $  3,433  $  3,333  $ 12,542  $ 13,489 
                                     ========  ========  ========  ======== 
                                                                            

(3) Loss from discontinued operations included goodwill and trade name impairments, totaling $59.0 million and $62.6 million for the years ended December 31, 2015 and 2014, respectively.

                                                                            
                               Blucora, Inc.                                
             Preliminary Condensed Consolidated Balance Sheets              
                                (Unaudited)                                 
                           (Amounts in thousands)                           
                                                                            
                                                         December 31,       
                                                   ------------------------ 
                                                      2015         2014     
                                                   -----------  ----------- 
                      ASSETS                                                
Current assets:                                                             
  Cash and cash equivalents                        $    55,473  $    41,968 
  Cash segregated under federal or other                                    
   regulations                                           3,557            - 
  Available-for-sale investments                        11,301      251,620 
  Accounts receivable, net                               7,884          292 
  Commissions receivable                                16,328            - 
  Other receivables                                     24,407        1,890 
  Prepaid expenses and other current assets, net        10,062        6,466 
  Current assets of discontinued operations            211,663       72,253 
                                                   -----------  ----------- 
    Total current assets                               340,675      374,489 
Long-term assets:                                                           
  Property and equipment, net                           11,308        6,542 
  Goodwill, net                                        548,959      188,541 
  Other intangible assets, net                         396,295       92,119 
  Long-term assets of discontinued operations                -      202,707 
  Other long-term assets                                 2,311        1,377 
                                                   -----------  ----------- 
    Total long-term assets                             958,873      491,286 
                                                   -----------  ----------- 
    Total assets                                   $ 1,299,548  $   865,775 
                                                   ===========  =========== 
LIABILITIES AND STOCKHOLDERS' EQUITY                                        
Current liabilities:                                                        
  Accounts payable                                 $     4,689  $       419 
  Commissions and advisory fees payable                 16,982            - 
  Accrued expenses and other current liabilities        13,006        7,227 
  Deferred revenue                                      11,521        6,320 
  Current portion of long-term debt, net                31,631            - 
  Current liabilities of discontinued operations        88,275       61,092 
                                                   -----------  ----------- 
    Total current liabilities                          166,104       75,058 
Long-term liabilities:                                                      
  Long-term debt, net                                  353,850       51,940 
  Convertible senior notes, net                        185,918      181,063 
  Deferred tax liability, net                          103,520       20,282 
  Deferred revenue                                       1,902        1,915 
  Long-term liabilities of discontinued operations           -       53,764 
  Other long-term liabilities                           10,932        2,728 
                                                   -----------  ----------- 
    Total long-term liabilities                        656,122      311,692 
                                                   -----------  ----------- 
    Total liabilities                                  822,226      386,750 
                                                                            
Redeemable non-controlling interests                    15,038            - 
                                                                            
Stockholders' equity:                                                       
  Common stock                                               4            4 
  Additional paid-in capital                         1,490,405    1,467,658 
  Accumulated deficit                               (1,027,598)    (987,524)
  Accumulated other comprehensive loss                    (527)      (1,113)
                                                   -----------  ----------- 
    Total stockholders' equity                         462,284      479,025 
                                                   -----------  ----------- 
    Total liabilities and stockholders' equity     $ 1,299,548  $   865,775 
                                                   ===========  =========== 
                                                                            
                                                                            
                                                                            
                               Blucora, Inc.                                
        Preliminary Condensed Consolidated Statements of Cash Flows         
                                (Unaudited)                                 
                           (Amounts in thousands)                           
                                                                            
                                                   Years ended December 31, 
                                                   ------------------------ 
                                                      2015         2014     
                                                   -----------  ----------- 
Operating Activities:                                                       
  Net loss                                         $   (40,074) $   (35,547)
  Less: Discontinued operations, net of income                              
   taxes                                               (27,348)     (30,003)
                                                   -----------  ----------- 
  Net loss from continuing operations                  (12,726)      (5,544)
  Adjustments to reconcile net loss from                                    
   continuing operations to cash from operating                             
   activities:                                                              
    Stock-based compensation                             8,694        8,694 
    Depreciation and amortization of acquired                               
     intangible assets                                  22,590       22,164 
    Excess tax benefits from stock-based award                              
     activity                                           (7,967)      (6,398)
    Deferred income taxes                              (12,607)      (9,858)
    Amortization of premium on investments, net          1,589        3,772 
    Amortization of debt issuance costs                  1,133        1,059 
    Accretion of debt discounts                          3,866        3,594 
    Loss on debt extinguishment and modification                            
     expense                                               398            - 
    Other                                                  203           77 
  Cash provided (used) by changes in operating                              
   assets and liabilities:                                                  
    Accounts receivable                                 (1,862)          47 
    Other receivables                                      651          367 
    Prepaid expenses and other current assets             (493)      (3,457)
    Other long-term assets                                 (15)         191 
    Accounts payable                                       369         (258)
    Deferred revenue                                     1,875        1,130 
    Accrued expenses and other current and long-                            
     term liabilities                                   10,643        4,548 
                                                   -----------  ----------- 
      Net cash provided by operating activities                             
       from continuing operations                       16,341       20,128 
Investing Activities:                                                       
    Business acquisitions, net of cash acquired       (573,366)           - 
    Purchases of property and equipment                 (1,512)      (2,037)
    Change in restricted cash                              150            - 
    Proceeds from sales of investments                 156,506       28,535 
    Proceeds from maturities of investments            296,455      255,994 
    Purchases of investments                          (214,257)    (336,495)
                                                   -----------  ----------- 
      Net cash used by investing activities from                            
       continuing operations                          (336,024)     (54,003)
Financing Activities:                                                       
    Proceeds from credit facility                      378,270       36,556 
    Repayment of credit facility                       (51,940)     (56,000)
    Stock repurchases                                   (7,735)     (38,650)
    Excess tax benefits from stock-based award                              
     activity                                            7,967        6,398 
    Proceeds from stock option exercises                 2,409        6,730 
    Proceeds from issuance of stock through                                 
     employee stock purchase plan                        1,193        1,376 
    Tax payments from shares withheld upon vesting                          
     of restricted stock units                          (1,545)      (2,875)
                                                   -----------  ----------- 
      Net cash provided (used) by financing                                 
       activities from continuing operations           328,619      (46,465)
                                                   -----------  ----------- 
Net cash provided (used) by continuing operations        8,936      (80,340)
Net cash provided by operating activities from                              
 discontinued operations                                14,108       41,406 
Net cash used by investing activities from                                  
 discontinued operations                                  (540)     (47,933)
Net cash provided (used) by financing activities                            
 from discontinued operations                           (8,982)       8,886 
                                                   -----------  ----------- 
Net cash provided by discontinued operations             4,586        2,359 
                                                   -----------  ----------- 
Effect of exchange rate changes on cash and cash                            
 equivalents                                               (17)           - 
                                                   -----------  ----------- 
Net increase (decrease) in cash and cash                                    
 equivalents                                            13,505      (77,981)
Cash and cash equivalents, beginning of period          41,968      119,949 
                                                   -----------  ----------- 
Cash and cash equivalents, end of period           $    55,473  $    41,968 
                                                   ===========  =========== 
                                                                            
                                                                            
                                                                            
                               Blucora, Inc.                                
                      Preliminary Segment Information                       
                                (Unaudited)                                 
                           (Amounts in thousands)                           
                                                                            
                                     Three months ended      Years ended    
                                        December 31,        December 31,    
                                     ------------------  ------------------ 
                                       2015      2014      2015      2014   
                                     --------  --------  --------  -------- 
Revenue:                                                                    
  Tax Preparation                    $  2,865  $  2,519  $117,708  $103,719 
Operating income (loss):                                                    
  Tax Preparation                      (4,509)   (3,058)   56,984    49,696 
  Corporate-level activity (1)        (24,169)  (11,979)  (61,791)  (45,093)
                                     --------  --------  --------  -------- 
    Total operating income (loss)     (28,678)  (15,037)   (4,807)    4,603 
Other loss, net                        (3,433)   (3,333)  (12,542)  (13,489)
                                     --------  --------  --------  -------- 
Loss from continuing operations                                             
 before income taxes                  (32,111)  (18,370)  (17,349)   (8,886)
Income tax benefit                      9,767     6,675     4,623     3,342 
                                     --------  --------  --------  -------- 
Loss from continuing operations       (22,344)  (11,695)  (12,726)   (5,544)
Discontinued operations, net of                                             
 income taxes                         (34,470)  (56,338)  (27,348)  (30,003)
                                     --------  --------  --------  -------- 
Net loss                             $(56,814) $(68,033) $(40,074) $(35,547)
                                     ========  ========  ========  ======== 
(1) Corporate-level activity included the following (in thousands):         
                                                                            
                                     Three months ended      Years ended    
                                        December 31,        December 31,    
                                     ------------------  ------------------ 
                                       2015      2014      2015      2014   
                                     --------  --------  --------  -------- 
Operating expenses                   $ 15,722  $  4,278  $ 30,507  $ 14,235 
Stock-based compensation                2,720     2,127     8,694     8,694 
Depreciation                              626       526     2,287     1,972 
Amortization of acquired intangible                                         
 assets                                 5,101     5,048    20,303    20,192 
                                     --------  --------  --------  -------- 
Total corporate-level activity       $ 24,169  $ 11,979  $ 61,791  $ 45,093 
                                     ========  ========  ========  ======== 
                                                                            
                                                                            
                                                                            
                               Blucora, Inc.                                
  Reconciliations of Non-GAAP Financial Measures to the Nearest Comparable  
                               GAAP Measures                                
                                                                            
              Preliminary Adjusted EBITDA Reconciliation (1)                
                                (Unaudited)                                 
                           (Amounts in thousands)                           
                                                                            
                                     Three months ended      Years ended    
                                        December 31,        December 31,    
                                     ------------------  ------------------ 
                                       2015      2014      2015      2014   
                                     --------  --------  --------  -------- 
Loss from continuing operations (2)  $(22,344) $(11,695) $(12,726) $ (5,544)
Stock-based compensation                2,720     2,127     8,694     8,694 
Depreciation and amortization of                                            
 acquired intangible assets             5,727     5,574    22,590    22,164 
Acquisition-related transaction                                             
 costs                                  9,674         -    10,988         - 
CEO separation-related costs            1,769         -     1,769         - 
Other loss, net (3)                     3,433     3,333    12,542    13,489 
Income tax benefit                     (9,767)   (6,675)   (4,623)   (3,342)
                                     --------  --------  --------  -------- 
Adjusted EBITDA                      $ (8,788) $ (7,336) $ 39,234  $ 35,461 
                                     ========  ========  ========  ======== 
                                                                            
                                                                            
                                                                            
       Preliminary Non-GAAP Income (Loss) from Continuing Operations        
                            Reconciliation (1)                              
                                (Unaudited)                                 
              (Amounts in thousands, except per share amounts)              
                                                                            
                                     Three months ended      Years ended    
                                        December 31,        December 31,    
                                     ------------------  ------------------ 
                                       2015      2014      2015      2014   
                                     --------  --------  --------  -------- 
Loss from continuing operations (2)  $(22,344) $(11,695) $(12,726) $ (5,544)
Stock-based compensation                2,720     2,127     8,694     8,694 
Amortization of acquired intangible                                         
 assets                                 5,101     5,048    20,303    20,192 
Accretion of debt discount on                                               
 Convertible Senior Notes                 993       923     3,866     3,594 
Loss on debt extinguishment and                                             
 modification expense                     398         -       398         - 
Acquisition-related transaction                                             
 costs                                  9,674         -    10,988         - 
CEO separation-related costs            1,769         -     1,769         - 
Cash tax impact of adjustments to                                           
 GAAP net income                           61        (5)     (236)     (151)
Non-cash income tax benefit (1)        (9,827)   (5,884)   (4,857)   (3,459)
                                     --------  --------  --------  -------- 
Non-GAAP income (loss) from                                                 
 continuing operations               $(11,455) $ (9,486) $ 28,199  $ 23,326 
                                     ========  ========  ========  ======== 
Per diluted share:                                                          
Loss from continuing operations      $  (0.55) $  (0.29) $  (0.30) $  (0.13)
Stock-based compensation                 0.07      0.05      0.21      0.20 
Amortization of acquired intangible                                         
 assets                                  0.13      0.13      0.49      0.47 
Accretion of debt discount on                                               
 Convertible Senior Notes                0.02      0.02      0.09      0.08 
Loss on debt extinguishment and                                             
 modification expense                    0.01         -      0.01         - 
Acquisition-related transaction                                             
 costs                                   0.24         -      0.26         - 
CEO separation-related costs             0.04         -      0.04         - 
Cash tax impact of adjustments to                                           
 GAAP net income                         0.00      0.00     (0.01)     0.00 
Non-cash income tax benefit             (0.24)    (0.14)    (0.12)    (0.08)
                                     --------  --------  --------  -------- 
Non-GAAP income (loss) from                                                 
 continuing operations per share     $  (0.28) $  (0.23) $   0.67  $   0.54 
                                     ========  ========  ========  ======== 
Weighted average shares outstanding                                         
 used in computing per diluted share                                        
 amounts, including the "Loss from                                          
 continuing operations" amount         40,979    40,820    41,861    42,946 
                                                                            
                                                                            
                                                                            
                               Blucora, Inc.                                
  Reconciliations of Pro Forma Non-GAAP Financial Measures to the Nearest   
                          Comparable GAAP Measures                          
                                                                            
           Preliminary Pro Forma Adjusted EBITDA Reconciliation             
                                (Unaudited)                                 
                           (Amounts in thousands)                           
                                                                            
                                     Three months ended      Years ended    
                                        December 31,        December 31,    
                                     ------------------  ------------------ 
                                       2015      2014      2015      2014   
                                     --------  --------  --------  -------- 
Pro forma loss from continuing                                              
 operations                          $(13,893) $(13,779) $(11,536) $(15,498)
Pro forma stock-based compensation      4,034     3,441    13,591    13,591 
Pro forma depreciation and                                                  
 amortization of acquired intangible   11,406    11,312    45,464    44,712 
 assets                                                                     
Pro forma other loss, net (3)          10,608    10,670    41,934    42,672 
Pro forma income tax benefit           (8,698)   (8,626)   (7,222)   (9,702)
                                     --------  --------  --------  -------- 
Pro forma adjusted EBITDA            $  3,457  $  3,018  $ 82,231  $ 75,775 
                                     ========  ========  ========  ======== 
                                                                            
                                                                            
                                                                            
  Preliminary Pro Forma Non-GAAP Income (Loss) from Continuing Operations   
                              Reconciliation                                
                                (Unaudited)                                 
              (Amounts in thousands, except per share amounts)              
                                                                            
                                     Three months ended      Years ended    
                                        December 31,        December 31,    
                                     ------------------  ------------------ 
                                       2015      2014      2015      2014   
                                     --------  --------  --------  -------- 
Pro forma loss from continuing                                              
 operations                          $(13,893) $(13,779) $(11,536) $(15,498)
Pro forma stock-based compensation      4,034     3,441    13,591    13,591 
Pro forma amortization of acquired                                          
 intangible assets                     10,238    10,185    40,851    40,740 
Pro forma accretion of debt discount                                        
 on Convertible Senior Notes              993       923     3,866     3,594 
Pro forma cash tax impact of                                                
 adjustments to pro forma net income     (100)     (100)     (400)     (400)
Pro forma non-cash income tax                                               
 benefit                               (9,248)   (9,176)   (9,422)  (11,902)
                                     --------  --------  --------  -------- 
Pro forma non-GAAP income (loss)                                            
 from continuing operations          $ (7,976) $ (8,506) $ 36,950  $ 30,125 
                                     ========  ========  ========  ======== 
Per diluted share:                                                          
Pro forma loss from continuing                                              
 operations                          $  (0.34) $  (0.34) $  (0.28) $  (0.36)
Pro forma stock-based compensation       0.10      0.08      0.32      0.32 
Pro forma amortization of acquired                                          
 intangible assets                       0.25      0.25      0.98      0.95 
Pro forma accretion of debt discount                                        
 on Convertible Senior Notes             0.02      0.02      0.09      0.08 
Pro forma cash tax impact of                                                
 adjustments to pro forma net income     0.00      0.00     (0.01)    (0.01)
Pro forma non-cash income tax                                               
 benefit                                (0.22)    (0.22)    (0.22)    (0.28)
                                     --------  --------  --------  -------- 
Pro forma non-GAAP income (loss)                                            
 from continuing operations per      $  (0.19) $  (0.21) $   0.88  $   0.70 
 share                                                                      
                                     ========  ========  ========  ======== 
Weighted average shares outstanding                                         
 used in computing per diluted share                                        
 amounts, including the "Pro forma     40,979    40,820    41,861    42,946 
 loss from continuing operations"                                           
 amount                                                                     
                                                                            
                                                                            
                                                                            
                Preliminary Adjusted EBITDA Reconciliation                  
                       For Forward-Looking Guidance                         
                           (Amounts in thousands)                           
                                                                            
                                        Ranges for the     Ranges for the   
                                     three months ending    year ending     
                                       March 31, 2016    December 31, 2016  
                                     ------------------- ------------------ 
Income (loss) from continuing                                               
 operations                          $  14,400 $  16,600 $ (7,500) $ (2,200)
Stock-based compensation                 3,500     3,400   16,800    15,800 
Depreciation and amortization of                                            
 acquired intangible assets             10,400    10,300   40,500    39,200 
Other loss, net (3)                     11,200    11,100   41,200    40,200 
Income tax (benefit) expense             9,500    10,600   (5,000)   (1,500)
                                     --------- --------- --------  -------- 
Adjusted EBITDA                      $  49,000 $  52,000 $ 86,000  $ 91,500 
                                     ========= ========= ========  ======== 
                                                                            
                                                                            
                                                                            
   Preliminary Non-GAAP Income from Continuing Operations Reconciliation    
                       For Forward-Looking Guidance                         
                           (Amounts in thousands)                           
                                                                            
                                        Ranges for the     Ranges for the   
                                     three months ending    year ending     
                                       March 31, 2016    December 31, 2016  
                                     ------------------- ------------------ 
Income (loss) from continuing                                               
 operations                          $  14,400 $  16,600 $ (7,500) $ (2,200)
Stock-based compensation                 3,500     3,400   16,800    15,800 
Amortization of acquired intangible                                         
 assets                                  9,000     9,000   35,000    34,000 
Accretion of debt discount on                                               
 Convertible Senior Notes                1,000     1,000    4,200     4,200 
Non-cash income tax (benefit)                                               
 expense                                 8,800     9,900   (7,900)   (4,300)
                                     --------- --------- --------  -------- 
Non-GAAP income from continuing                                             
 operations                          $  36,700 $  39,900 $ 40,600  $ 47,500 
                                     ========= ========= ========  ======== 
                                                                            
                                                                            

Notes to Reconciliations of Non-GAAP Financial Measures to the Nearest Comparable GAAP Measures

  1. We define Adjusted EBITDA differently for this report than we have defined it in the past, due to the discontinued operations treatment of our Search and Content and E-Commerce businesses as determined in the fourth quarter of 2015, as well as transaction costs related to the HD Vest acquisition and separation-related costs in connection with the upcoming departure of our chief executive officer both of which were announced in the fourth quarter of 2015. We define Adjusted EBITDA as income (loss) from continuing operations, determined in accordance with the accounting principles generally accepted in the United States of America ("GAAP"), excluding the effects of income taxes, depreciation, amortization of acquired intangible assets (including acquired technology), stock-based compensation, acquisition-related transaction costs, CEO separation- related costs, and other loss, net (as described in note (3) below).

    We believe that Adjusted EBITDA provides meaningful supplemental information regarding our performance. We use this non-GAAP financial measure for internal management and compensation purposes, when publicly providing guidance on possible future results, and as a means to evaluate period-to-period comparisons. We believe that Adjusted EBITDA is a common measure used by investors and analysts to evaluate our performance, that it provides a more complete understanding of the results of operations and trends affecting our business when viewed together with GAAP results, and that management and investors benefit from referring to this non-GAAP financial measure. Items excluded from Adjusted EBITDA are significant and necessary components to the operations of our business and, therefore, Adjusted EBITDA should be considered as a supplement to, and not as a substitute for or superior to, GAAP income (loss) from continuing operations. Other companies may calculate Adjusted EBITDA differently and, therefore, our Adjusted EBITDA may not be comparable to similarly titled measures of other companies.
    We define non-GAAP income (loss) from continuing operations differently for this report than we have defined it in the past, due to the discontinued operations treatment of our Search and Content and E-Commerce businesses as determined in the fourth quarter of 2015, as well as transaction costs related to the HD Vest acquisition and separation-related costs in connection with the upcoming departure of our chief executive officer both of which were announced in the fourth quarter of 2015. For this report, we define non-GAAP income (loss) from continuing operations as income (loss) from continuing operations, determined in accordance with GAAP, excluding the effects of stock-based compensation, amortization of acquired intangible assets (including acquired technology), accretion of debt discount on the Convertible Senior Notes, loss on debt extinguishment and modification expense, acquisition-related transaction costs, CEO separation-related costs, the related cash tax impact of those adjustments, and non-cash income taxes. We exclude the non-cash portion of income taxes because of our ability to offset a substantial portion of our cash tax liabilities by using deferred tax assets, which consist primarily of U.S. federal net operating losses. The majority of these net operating losses will expire, if unutilized, between 2020 and 2024.

    We believe that non-GAAP income (loss) from continuing operations and non-GAAP income (loss) from continuing operations per share provide meaningful supplemental information to management, investors, and analysts regarding our performance and the valuation of our business by excluding items in the statement of operations that we do not consider part of our ongoing operations or have not been, or are not expected to be, settled in cash. Additionally, we believe that non- GAAP income (loss) from continuing operations and non-GAAP income (loss) from continuing operations per share are common measures used by investors and analysts to evaluate our performance and the valuation of our business. Non-GAAP income (loss) from continuing operations should be evaluated in light of our financial results prepared in accordance with GAAP and should be considered as a supplement to, and not as a substitute for or superior to, GAAP income (loss) from continuing operations. Other companies may calculate non-GAAP income (loss) from continuing operations differently, and, therefore, our non-GAAP income (loss) from continuing operations may not be comparable to similarly titled measures of other companies.
  2. As presented in the Preliminary Condensed Consolidated Statements of Operations (unaudited).
  3. Other loss, net primarily includes items such as interest income, interest expense, amortization of debt issuance costs, accretion of debt discounts, loss on debt extinguishment and modification expense, and gain on third party bankruptcy settlement.

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Stacy Ybarra
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