XML 38 R18.htm IDEA: XBRL DOCUMENT v3.3.1.900
Stockholders' Equity
12 Months Ended
Dec. 31, 2015
Equity [Abstract]  
Stockholders' Equity
Stock incentive plan:  The Company may grant non-qualified stock options, stock, RSUs, and stock appreciation rights to employees, non-employee directors, and consultants.
The Company granted options and RSUs during 2015, 2014, and 2013 under its Restated 1996 Flexible Stock Incentive Plan. The Company also began granting options and RSUs during 2015 under the Blucora, Inc. 2015 Incentive Plan. Options and RSUs generally vest over a period of three years, with one-third vesting one year from the date of grant and the remainder vesting ratably thereafter on a semi-annual basis, and expire seven years from the date of grant. There are a few exceptions to this vesting schedule, which provide for vesting at different rates or based on achievement of performance or market targets.
The Company issues new shares upon the exercise of options and upon the vesting of RSUs. If an option or RSU is surrendered or otherwise unused, the related shares will continue to be available.
Warrant:  On August 23, 2011, the Company issued a warrant to purchase 1.0 million shares of Blucora common stock, exercisable at a price of $9.62 per share (the “Warrant”). The Warrant originally was considered stock-based compensation and was scheduled to expire on August 23, 2014, but the completion of the TaxAct acquisition on January 31, 2012 was an event under the Warrant’s terms that extended the expiration date to the earlier of August 23, 2017 or the effective date of a change of control of Blucora. Subsequent to the extension, the Company treated the award as a derivative instrument (see "Note 2: Summary of Significant Accounting Policies"). The Warrant’s fair value was determined each reporting period with gains or losses related to the change in fair value recorded in "Other loss, net" in the amount of $11.7 million for the year ended December 31, 2013. On November 21, 2013, the Warrant was exercised and 1.0 million shares of Blucora common stock were purchased for an aggregate exercise price of $9.6 million. The related derivative instrument liability balance of $20.2 million was settled through "Additional paid-in capital."
1998 Employee Stock Purchase Plan (“ESPP”):  The ESPP permits eligible employees to contribute up to 15% of their base earnings toward the twice-yearly purchase of Company common stock, subject to an annual maximum dollar amount. The purchase price is the lesser of 85% of the fair market value of common stock on the first day or on the last day of an offering period. An aggregate of 1.4 million shares of common stock are authorized for issuance under the ESPP. Of this amount, 0.2 million shares were available for issuance. The Company issues new shares upon purchase through the ESPP.
Stock repurchase program:  In February 2013, the Company’s Board of Directors approved a stock repurchase program whereby the Company may purchase its common stock in open-market transactions. In May 2014, the Board of Directors increased the repurchase authorization, such that the Company may repurchase up to $85.0 million of its common stock, and extended the repurchase period through May 2016. Repurchased shares will be retired and resume the status of authorized but unissued shares of common stock. The Company had the following open-market share purchase activity, exclusive of purchase and administrative costs (in thousands, except per share data):
 
Total Number of Shares Purchased
 
Average Price Paid per Share
 
Total Cost
Year ended December 31, 2015
551

 
$
14.01

 
$
7,713

Year ended December 31, 2014
2,289

 
$
16.85

 
$
38,558

Year ended December 31, 2013
418

 
$
23.95

 
$
9,990


As of December 31, 2015, the Company may repurchase up to an additional $28.7 million of its common stock under the repurchase program.
Other comprehensive income:  The following table provides information about activity in other comprehensive income (in thousands):
 
Unrealized gain (loss) on investments
 
Foreign currency translation adjustment
 
Unrealized gain (loss) on derivative instrument
 
Total
Balance as of December 31, 2012
$
(10
)
 
$

 
$
(266
)
 
$
(276
)
Other comprehensive income
10

 

 
266

 
276

Balance as of December 31, 2013

 

 

 

Other comprehensive loss
(1,113
)
 

 

 
(1,113
)
Balance as of December 31, 2014
(1,113
)
 

 

 
(1,113
)
Other comprehensive income (loss)
1,103

 
(517
)
 

 
586

Balance as of December 31, 2015
$
(10
)
 
$
(517
)
 
$

 
$
(527
)