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8-K - 8-K - BLUCORA, INC.bcor8-kq12016earningsrelea.htm
EX-99.2 - EXHIBIT 99.2 - BLUCORA, INC.ex-992earningsreleaseq12016.htm


Exhibit 99.1
 
Blucora Announces First Quarter 2016 Adjusted EBITDA up 11 Percent Year Over Year
Strong Tax Season Performance Drives 18 Percent Increase in TaxAct Revenue for the Full Season
BELLEVUE, WA — (Marketwired) — April 28, 2016 — Blucora, Inc. (NASDAQ: BCOR), a leading provider of technology-enabled financial solutions to consumers, small businesses and tax professionals, today announced financial results for the first quarter ended March 31, 2016 and provided preliminary tax season update.
First Quarter Highlights and Recent Developments
Blucora named John S. Clendening as president and chief executive officer
TaxAct revenue and segment income expected to grow approximately 18 percent and 20 percent respectively for the six months through June 30, 2016 compared to the same period last year
HD Vest net revenue(1) grew 5 percent and segment income grew 26 percent in the first quarter compared to the same period last year
Blucora paid down principal of Term B loan by 10 percent ($40M) and repurchased $28.4 million of convertible debt
“Our team continues to drive efforts to strengthen Blucora and execute on our strategic transformation into a technology-enabled financial solutions company,” said John Clendening, president and chief executive officer of Blucora. “We began 2016 with good momentum punctuated by our strong financial performance during this year’s tax season. Looking ahead, we are committed to our 2016 stated objectives of aggressively paying down debt, divesting our non-core businesses, reducing operating expenses, and delivering on our business performance goals. I am thrilled to lead a newly transformed Blucora, excited for what we can achieve together, and confident in our ability to enhance shareholder value.”
Eric Emans, chief financial officer and treasurer of Blucora, noted that the Company has made progress toward its commitment to pay down debt.  “We retired more than $65 million of debt in the quarter,” he explained, “lowering our net leverage ratio and highlighting the Company’s growth, predictable profit generation and strong free cash flow conversion.  Debt repayment will remain the top priority for our capital allocation strategy throughout this year and into 2017.”
The following presentation includes pro forma financial information and HD Vest. In addition, it excludes the Search and Content and E-Commerce segments which have been classified as discontinued operations for all periods presented. The Company believes that this presentation most accurately reflects the financial performance of the Company on a go-forward basis.
Summary Financial Performance: Q1 2016
($ in millions except per share amounts)
 
Q1
 
Q1
 
 
 
2016
 
2015
 
Change
 
As reported
 
Pro forma
 
 
Revenue
$
165.8

 
$
157.9

 
5
%
Wealth Management
$
77.3

 
$
76.8

 
1
%
Tax Preparation
$
88.5

 
$
81.1

 
9
%
Segment Income
 
 
 
 
 
Wealth Management
$
10.9

 
$
8.6

 
26
%
Tax Preparation
$
47.6

 
$
44.1

 
8
%
Unallocated Corporate Operating Expenses
$
4.7

 
$
4.4

 
7
%
Adjusted EBITDA
$
53.8

 
$
48.4

 
11
%
Non-GAAP:
 
 
 
 
 
Net Income
$
39.3

 
$
37.3

 
5
%
Diluted Net Income Per Share
$
0.94

 
$
0.89

 
6
%
GAAP:
 
 
 
 
 
Net Income Attributable to Blucora, Inc.
$
22.7

 
$
18.4

 
23
%
Diluted Net Income Per Share Attributable to Blucora, Inc.
$
0.54

 
$
0.44

 
23
%
See reconciliations of as reported and pro forma non-GAAP to GAAP measures in tables below.

(1) Net revenue represents Wealth Management segment revenue less Wealth Management services cost of revenue.






Tax Season Update
(in thousands, except %s)
Tax seasons ended
 
April 19, 2016
 
April 16, 2015
 
% change
Consumer:
 
 
 
 
 
Online e-files
4,613

 
5,058

 
(9
)%
Desktop e-files
234

 
261

 
(10
)%
Sub-total e-files
4,847

 
5,319

 
(9
)%
Free File Alliance e-files
158

 
172

 
(8
)%
Total consumer e-files
5,005

 
5,491

 
(9
)%
Professional tax preparer:
 
 
 
 
 
E-files
1,630

 
1,475

 
11
 %
Total e-files (consumer and preparer)
6,635

 
6,966

 
(5
)%
Tax season begins on the first day that the IRS begins accepting e-files and ends on tax day +1.
Other
During the first quarter of 2016, the Company repaid $40.0 million on the TaxAct - HD Vest credit facility and repurchased $28.4 million of the Convertible Senior Notes for cash of $20.7 million. As a result, at the end of the first quarter, Blucora’s net leverage ratio was lowered by 1.1x.
Second Quarter and Full Year 2016 Outlook
For the second quarter of 2016, the Company expects revenues to be between $120.5 million and $124.5 million, Adjusted EBITDA to be between $33.7 million and $35.9 million, Non-GAAP income from continuing operations to be between $20.0 million and $22.7 million, or $0.48 to $0.54 per diluted share, and GAAP income from continuing operations to be between $4.5 million and $6.3 million, or $0.11 to $0.15 per diluted share.
For the full year 2016, the Company expects revenues to be between $452.0 million and $465.5 million, Adjusted EBITDA to be between $90.0 million and $94.0 million, Non-GAAP income from continuing operations to be between $39.9 million and $44.4 million, or $0.95 to $1.06 per diluted share, and GAAP loss from continuing operations to be between $5.0 million and $1.3 million, or $(0.12) to $(0.03) per diluted share.
Conference Call and Webcast
A conference call and live webcast will be held today at 5:30 a.m. Pacific Time / 8:30 a.m. Eastern Time during which the Company will further discuss first quarter results and its outlook for the second quarter of 2016. 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.

Source: Blucora
Blucora Contact:
Stacy Ybarra, 425-709-8127
stacy.ybarra@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 March 31,
 
2016
 
2015
Revenue:
 
 
 
Wealth management services revenue
$
77,291

 
$

Tax preparation services revenue
88,474

 
81,068

Total revenue
165,765

 
81,068

Operating expenses:
 
 
 
Cost of revenue:
 
 
 
Wealth management services cost of revenue
52,269

 

Tax preparation services cost of revenue
3,207

 
2,137

Amortization of acquired technology
667

 
1,862

Total cost of revenue (1)
56,143

 
3,999

Engineering and technology (1)
4,295

 
1,090

Sales and marketing (1)
43,837

 
33,018

General and administrative (1)
12,753

 
7,146

Depreciation
975

 
351

Amortization of other acquired intangible assets
8,316

 
3,186

Total operating expenses
126,319

 
48,790

Operating income
39,446

 
32,278

Other loss, net (2)
(7,514
)
 
(2,995
)
Income from continuing operations before income taxes
31,932

 
29,283

Income tax expense
(11,643
)
 
(9,868
)
Income from continuing operations
20,289

 
19,415

Discontinued operations, net of income taxes
2,522

 
3,685

Net income
22,811

 
23,100

Net income attributable to noncontrolling interests
(144
)
 

Net income attributable to Blucora, Inc.
$
22,667

 
$
23,100

Net income per share attributable to Blucora, Inc. - basic:
 
 
 
Continuing operations
$
0.49

 
$
0.47

Discontinued operations
0.06

 
0.09

Basic net income per share
$
0.55

 
$
0.56

Net income per share attributable to Blucora, Inc. - diluted:
 
 
 
Continuing operations
$
0.48

 
$
0.46

Discontinued operations
0.06

 
0.09

Diluted net income per share
$
0.54

 
$
0.55

Weighted average shares outstanding:
 
 
 
Basic
41,171

 
40,987

Diluted
41,610

 
41,899

(1) Stock-based compensation expense was allocated among the following captions (in thousands):
 
Three months ended March 31,
 
2016
 
2015
Cost of revenue
$
42

 
$
29

Engineering and technology
411

 
133

Sales and marketing
601

 
195

General and administrative
3,175

 
1,548

Total stock-based compensation expense
$
4,229

 
$
1,905

(2) Other loss, net was allocated among the following captions (in thousands):
 
Three months ended March 31,
 
2016
 
2015
Interest income
$
(25
)
 
$
(122
)
Interest expense
9,191

 
2,388

Amortization of debt issuance costs
610

 
276

Accretion of debt discounts
1,406

 
940

Gain on debt extinguishment and modification expense
(3,843
)
 

Gain on third party bankruptcy settlement
(18
)
 
(476
)
Other
193

 
(11
)
Other loss, net
$
7,514

 
$
2,995







Blucora, Inc.
Preliminary Condensed Consolidated Balance Sheets
(Unaudited)
(Amounts in thousands)
 
March 31,
2016
 
December 31,
2015
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
67,955

 
$
55,473

Cash segregated under federal or other regulations
3,686

 
3,557

Available-for-sale investments
11,642

 
11,301

Accounts receivable, net of allowance
10,840

 
7,884

Commissions receivable
15,062

 
16,328

Other receivables
4,261

 
24,407

Prepaid expenses and other current assets, net
7,320

 
10,062

Current assets of discontinued operations
197,275

 
211,663

Total current assets
318,041

 
340,675

Long-term assets:
 
 
 
Property and equipment, net
11,093

 
11,308

Goodwill, net
551,027

 
548,959

Other intangible assets, net
387,359

 
396,295

Other long-term assets
2,216

 
2,311

Total long-term assets
951,695

 
958,873

Total assets
$
1,269,736

 
$
1,299,548

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
9,906

 
$
4,689

Commissions and advisory fees payable
15,277

 
16,982

Accrued expenses and other current liabilities
17,063

 
13,006

Deferred revenue
7,945

 
11,521

Current portion of long-term debt, net
3,200

 
31,631

Current liabilities of discontinued operations
73,830

 
88,275

Total current liabilities
127,221

 
166,104

Long-term liabilities:
 
 
 
Long-term debt, net
344,891

 
353,850

Convertible senior notes, net
160,781

 
185,918

Deferred tax liability, net
98,501

 
103,520

Deferred revenue
2,868

 
1,902

Other long-term liabilities
10,490

 
10,932

Total long-term liabilities
617,531

 
656,122

Total liabilities
744,752

 
822,226

 
 
 
 
Redeemable noncontrolling interests
15,182

 
15,038

 
 
 
 
Stockholders’ equity:
 
 
 
Common stock
4

 
4

Additional paid-in capital
1,514,923

 
1,490,405

Accumulated deficit
(1,004,931
)
 
(1,027,598
)
Accumulated other comprehensive loss
(194
)
 
(527
)
Total stockholders’ equity
509,802

 
462,284

Total liabilities and stockholders’ equity
$
1,269,736

 
$
1,299,548







Blucora, Inc.
Preliminary Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
 
Three months ended March 31,
 
2016
 
2015
Operating Activities:
 
 
 
Net income
$
22,811

 
$
23,100

Less: Discontinued operations, net of income taxes
2,522

 
3,685

Net income from continuing operations
20,289

 
19,415

Adjustments to reconcile net income from continuing operations to net cash from operating activities:
 
 
 
Stock-based compensation
4,229

 
1,905

Depreciation and amortization of acquired intangible assets
10,105

 
5,586

Excess tax benefits from stock-based award activity
(16,865
)
 
(22,081
)
Deferred income taxes
(5,127
)
 
(14,277
)
Amortization of premium on investments, net
79

 
483

Amortization of debt issuance costs
610

 
276

Accretion of debt discounts
1,406

 
940

Gain on debt extinguishment and modification expense
(3,843
)
 

Other
13

 

Cash provided (used) by changes in operating assets and liabilities:
 
 
 
Cash segregated under federal or other regulations
(129
)
 

Accounts receivable
(2,967
)
 
(4,726
)
Commissions receivable
1,266

 

Other receivables
20,146

 
1,612

Prepaid expenses and other current assets
2,709

 
3,570

Other long-term assets
95

 
26

Accounts payable
5,217

 
8,175

Commissions and advisory fees payable
(1,705
)
 

Deferred revenue
(2,610
)
 
(296
)
Accrued expenses and other current and long-term liabilities
18,809

 
27,579

Net cash provided by operating activities from continuing operations
51,727

 
28,187

Investing Activities:
 
 
 
Purchases of property and equipment
(677
)
 
(259
)
Proceeds from sales of investments

 
3,000

Proceeds from maturities of investments

 
68,243

Purchases of investments
(403
)
 
(66,833
)
Net cash provided (used) by investing activities from continuing operations
(1,080
)
 
4,151

Financing Activities:
 
 
 
Repurchase of convertible notes
(20,667
)
 

Repayment of credit facilities
(40,000
)
 
(25,000
)
Stock repurchases

 
(4,445
)
Excess tax benefits from stock-based award activity
16,865

 
22,081

Proceeds from stock option exercises
1,088

 
1,616

Proceeds from issuance of stock through employee stock purchase plan
562

 
608

Tax payments from shares withheld upon vesting of restricted stock units
(329
)
 
(435
)
Net cash used by financing activities from continuing operations
(42,481
)
 
(5,575
)
Net cash provided by continuing operations
8,166

 
26,763

 
 
 
 
Net cash provided by operating activities from discontinued operations
8,402

 
2,726

Net cash used by investing activities from discontinued operations
(479
)
 
(1,135
)
Net cash used by financing activities from discontinued operations
(3,607
)
 
(10,220
)
Net cash provided (used) by discontinued operations
4,316

 
(8,629
)
 
 
 
 
Net increase in cash and cash equivalents
12,482

 
18,134

Cash and cash equivalents, beginning of period
55,473

 
41,968

Cash and cash equivalents, end of period
$
67,955

 
$
60,102







Blucora, Inc.
Preliminary Segment Information
(Unaudited)
(Amounts in thousands)
 
Three months ended March 31,
 
2016
 
2015
Revenue:
 
 
 
Wealth Management
$
77,291

 
$

Tax Preparation
88,474

 
81,068

Total revenue
165,765

 
81,068

Operating income:
 
 
 
Wealth Management
10,906

 

Tax Preparation
47,573

 
44,145

Corporate-level activity (1)
(19,033
)
 
(11,867
)
Total operating income
39,446

 
32,278

Other loss, net
(7,514
)
 
(2,995
)
Income tax expense
(11,643
)
 
(9,868
)
Discontinued operations, net of income taxes
2,522

 
3,685

Net income
$
22,811

 
$
23,100

(1) Corporate-level activity included the following (in thousands):
 
Three months ended March 31,
 
2016
 
2015
Operating expenses
$
4,699

 
$
4,376

Stock-based compensation
4,229

 
1,905

Depreciation
1,122

 
538

Amortization of acquired intangible assets
8,983

 
5,048

Total corporate-level activity
$
19,033

 
$
11,867








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 March 31,
 
2016
 
2015
Operating income (2)
$
39,446

 
$
32,278

Stock-based compensation
4,229

 
1,905

Depreciation and amortization of acquired intangible assets
10,105

 
5,586

Adjusted EBITDA
$
53,780

 
$
39,769


Preliminary Non-GAAP Net Income Reconciliation (1) 
(Unaudited)
(Amounts in thousands, except per share amounts)
 
Three months ended March 31,
 
2016
 
2015
Net income attributable to Blucora, Inc.(2)
$
22,667

 
$
23,100

Stock-based compensation
4,229

 
1,905

Amortization of acquired intangible assets
8,983

 
5,048

Accretion of debt discount on Convertible Senior Notes
963

 
940

Accelerated accretion of debt discount on Convertible Senior Notes
1,628

 

Gain on Convertible Senior Notes repurchased
(7,724
)
 

Discontinued operations, net of income taxes
(2,522
)
 
(3,685
)
Impact of noncontrolling interests
144

 

Cash tax impact of adjustments to GAAP net income
339

 
(34
)
Non-cash income tax expense (1)
10,579

 
9,811

Non-GAAP net income
$
39,286

 
$
37,085

 
 
 
 
Per diluted share:
 
 
 
Net income attributable to Blucora, Inc.
$
0.54

 
$
0.55

Stock-based compensation
0.10

 
0.05

Amortization of acquired intangible assets
0.23

 
0.13

Accretion of debt discount on Convertible Senior Notes
0.02

 
0.02

Accelerated accretion of debt discount on Convertible Senior Notes
0.04

 

Gain on Convertible Senior Notes repurchased
(0.19
)
 

Discontinued operations, net of income taxes
(0.06
)
 
(0.09
)
Impact of noncontrolling interests
0.00

 

Cash tax impact of adjustments to GAAP net income
0.01

 
0.00

Non-cash income tax expense
0.25

 
0.23

Non-GAAP net income
$
0.94

 
$
0.89

Weighted average shares outstanding used in computing per diluted share amounts
41,610

 
41,899







Blucora, Inc.
Reconciliations of Non-GAAP Financial Measures to the Nearest Comparable GAAP Measures
(As Reported and Pro Forma)
Preliminary Adjusted EBITDA Reconciliation (As Reported and Pro Forma) (1) 
(Unaudited)
(Amounts in thousands)
 
Three months ended March 31,
 
2016
 
2015
 
As reported
 
Pro forma
Operating income
$
39,446

 
$
34,198

Stock-based compensation
4,229

 
2,889

Depreciation and amortization of acquired intangible assets
10,105

 
11,329

Adjusted EBITDA
$
53,780

 
$
48,416


Preliminary Non-GAAP Net Income Reconciliation (As Reported and Pro Forma) (1) 
(Unaudited)
(Amounts in thousands, except per share amounts)
 
Three months ended March 31,
 
2016
 
2015
 
As reported
 
Pro forma
Net income attributable to Blucora, Inc.
$
22,667

 
$
18,415

Stock-based compensation
4,229

 
2,889

Amortization of acquired intangible assets
8,983

 
10,185

Accretion of debt discount on Convertible Senior Notes
963

 
940

Accelerated accretion of debt discount on Convertible Senior Notes
1,628

 

Gain on Convertible Senior Notes repurchased
(7,724
)
 

Discontinued operations, net of income taxes
(2,522
)
 
(3,685
)
Impact of noncontrolling interests
144

 

Cash tax impact of adjustments to GAAP net income
339

 
(100
)
Non-cash income tax expense
10,579

 
8,671

Non-GAAP net income
$
39,286

 
$
37,315

 
 
 
 
Per diluted share:
 
 
 
Net income attributable to Blucora, Inc.
$
0.54

 
$
0.44

Stock-based compensation
0.10

 
0.07

Amortization of acquired intangible assets
0.23

 
0.24

Accretion of debt discount on Convertible Senior Notes
0.02

 
0.02

Accelerated accretion of debt discount on Convertible Senior Notes
0.04

 

Gain on Convertible Senior Notes repurchased
(0.19
)
 

Discontinued operations, net of income taxes
(0.06
)
 
(0.09
)
Impact of noncontrolling interests
0.00

 

Cash tax impact of adjustments to GAAP net income
0.01

 
0.00

Non-cash income tax expense
0.25

 
0.21

Non-GAAP net income
$
0.94

 
$
0.89

Weighted average shares outstanding used in computing per diluted share amounts
41,610

 
41,899








Preliminary Adjusted EBITDA Reconciliation for Forward-Looking Guidance
(Amounts in thousands)
 
Ranges for the three months ending
 
Ranges for the year ending
 
June 30, 2016
 
December 31, 2016
Income (loss) from continuing operations
$
4,500

 
$
6,300

 
$
(5,000
)
 
$
(1,300
)
Stock-based compensation
4,300

 
4,300

 
18,700

 
17,700

Depreciation and amortization of acquired intangible assets
9,600

 
9,500

 
39,200

 
38,900

Other loss, net (3)
12,800

 
12,300

 
39,900

 
39,400

Income tax (benefit) expense
2,500

 
3,500

 
(2,800
)
 
(700
)
Adjusted EBITDA
$
33,700

 
$
35,900

 
$
90,000

 
$
94,000

Preliminary Non-GAAP Income from Continuing Operations Reconciliation for Forward-Looking Guidance
(Amounts in thousands)
 
Ranges for the three months ending
 
Ranges for the year ending
 
June 30, 2016
 
December 31, 2016
Income (loss) from continuing operations
$
4,500

 
$
6,300

 
$
(5,000
)
 
$
(1,300
)
Stock-based compensation
4,300

 
4,300

 
18,700

 
17,700

Amortization of acquired intangible assets
8,400

 
8,400

 
34,200

 
34,100

Accretion of debt discount on Convertible Senior Notes
1,000

 
1,000

 
3,700

 
3,700

Accelerated accretion of debt discount on Convertible Senior Notes

 

 
1,600

 
1,600

Gain on Convertible Senior Notes repurchased

 

 
(7,700
)
 
(7,700
)
Cash tax impact of adjustments to income (loss) from continuing operations

 

 
300

 
300

Non-cash income tax (benefit) expense
1,800

 
2,700

 
(5,900
)
 
(4,000
)
Non-GAAP income from continuing operations
$
20,000

 
$
22,700

 
$
39,900

 
$
44,400







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 impact of noncontrolling interests from the HD Vest acquisition that we began recognizing in the first quarter of 2016 and the discontinued operations treatment of our Search and Content and E-Commerce businesses as determined in the fourth quarter of 2015. We define Adjusted EBITDA as operating income, determined in accordance with GAAP, excluding the effects of depreciation, amortization of acquired intangible assets (including acquired technology), and stock-based compensation.

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 net income. 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 net income differently for this report than we have defined it in the past, due to the impact of noncontrolling interests from the HD Vest acquisition that we began recognizing in the first quarter of 2016 and the discontinued operations treatment of our Search and Content and E-Commerce businesses as determined in the fourth quarter of 2015. For this report, we define non-GAAP net income as net income attributable to Blucora, Inc., determined in accordance with GAAP, excluding the effects of stock-based compensation, amortization of acquired intangible assets (included acquired technology), accretion of debt discount and accelerated accretion of debt discount on the Convertible Senior Notes, gain on Convertible Senior Notes repurchased, discontinued operations, the impact of noncontrolling interests, and 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 primarily consist 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 net income and non-GAAP net income 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 net income and non-GAAP net income per share are common measures used by investors and analysts to evaluate our performance and the valuation of our business. Non-GAAP net income 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 net income. Other companies may calculate non-GAAP net income differently, and, therefore, our non-GAAP net income 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, gain/loss on debt extinguishment and modification expense, and gain on third party bankruptcy settlement.