AVANTAX, INC. - Annual Report: 2020 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
For the fiscal year ended December 31, 2020
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
For the transition period from to | ||||||||
Commission File Number 000-25131
Blucora, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 91-1718107 | |||||||
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||
3200 Olympus Blvd, Suite 100, Dallas, Texas 75019
(Address of principal executive offices) (Zip code)
(972) 870-6400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Common Stock, par value $0.0001 per share | BCOR | NASDAQ Global Select Market | ||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | Accelerated filer | ☒ | ||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||
| Emerging growth company | ☐ | ||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the Common Stock held by non-affiliates of the registrant outstanding as of June 30, 2020, based upon the closing price of Common Stock on June 30, 2020 as reported on the NASDAQ Global Select Market, was $546.9 million. Common Stock held by each officer and director (or his or her affiliate) has been excluded because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purposes.
As of February 19, 2021, 48,256,094 shares of the registrant’s Common Stock were outstanding.
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.
TABLE OF CONTENTS
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Trademarks, Trade Names and Service Marks
This report includes some of trademarks, trade names, and service marks of Blucora, Inc. (referred to throughout this report as “Blucora,” the “Company,” “we,” “us,” or “our”), including Blucora, Avantax Wealth Management, Avantax Planning Partners, Avantax Retirement Plan Services, HD Vest, 1st Global, HKFS, and TaxAct. Each one of these trademarks, trade names, or service marks is either (i) our registered trademark, (ii) a trademark for which we have a pending application, (iii) a trade name or service mark for which we claim common law rights, or (iv) a registered trademark or application for registration that we have been authorized by a third party to use.
Solely for convenience, the trademarks, service marks, and trade names included in this report are without the ®, ™, or other applicable symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks, and trade names. This report may also include additional trademarks, service marks, and trade names of others, which are the property of their respective owners. All trademarks, service marks, and trade names included in this report are, to our knowledge, the property of their respective owners.
References to our or our subsidiaries’ website addresses or the website addresses of third parties in this report do not constitute incorporation by reference of the information contained on such websites and should not be considered part of this report.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (“Form 10-K”) contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Many of the forward-looking statements are located in Part II, Item 7 of this Form 10-K under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “may,” “will,” “would,” “could,” “should,” “estimates,” “predicts,” “potential,” “continues,” “target,” “outlook,” and similar terms and expressions, but the absence of these words does not mean that the statement is not forward-looking. Actual results may differ significantly from management’s expectations due to various risks and uncertainties including, but not limited to:
•the impact of the COVID-19 pandemic on our results of operations and our business, including the impact of the resulting economic and market disruption, the extension of tax filing deadlines, and other related government actions;
•our ability to effectively compete within our industries;
•our ability to attract and retain financial professionals, qualified employees, clients, and customers, as well as our ability to provide strong customer/client service;
•our ability to close, finance, and realize all of the anticipated benefits of acquisitions, as well as our ability to integrate the operations of recently acquired businesses, and the potential impact of such acquisitions on our existing indebtedness and leverage;
•our future capital requirements and the availability of financing, if necessary;
•our ability to meet our current and future debt service obligations, including our ability to maintain compliance with our debt covenants;
•any downgrade of the Company’s credit ratings;
•our ability to generate strong performance for our clients and the impact of the financial markets on our clients’ portfolios;
•the impact of new or changing legislation and regulations (or interpretations thereof) on our business, including our ability to successfully address and comply with such legislation and regulations (or interpretations thereof) and increased costs, reductions of revenue, and potential fines, penalties, or disgorgement to which we may be subject as a result thereof;
•risks, burdens, and costs, including fines, penalties, or disgorgement, associated with our business being subjected to regulatory inquiries, investigations, or initiatives, including those of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities and Exchange Commission (“SEC”);
•risks associated with legal proceedings, including litigation and regulatory proceedings;
•our ability to manage leadership and employee transitions, including costs and time burdens on management and our board of directors related thereto;
•political and economic conditions and events that directly or indirectly impact the wealth management and tax preparation industries;
•our ability to respond to rapid technological changes, including our ability to successfully release new products and services or improve upon existing products and services;
•the compromising of confidentiality, availability or integrity of information, including cyberattacks;
•our expectations concerning the revenues we generate from fees associated with the financial products that we distribute;
•risks related to goodwill and other intangible asset impairment;
•our ability to develop, establish, and maintain strong brands;
•risks associated with the use and implementation of information technology and the effect of security breaches, computer viruses, and computer hacking attacks;
•our ability to comply with laws and regulations regarding privacy and protection of user data;
•our ability to maintain our relationships with third-party partners, providers, suppliers, vendors, distributors, contractors, financial institutions, industry associations, and licensing partners, and our expectations regarding and reliance on the products, tools, platforms, systems, and services provided by these third parties;
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•our beliefs and expectations regarding the seasonality of our business;
•our assessments and estimates that determine our effective tax rate; and
•our ability to protect our intellectual property and the impact of any claim that we have infringed on the intellectual property rights of others.
Forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors that may cause our results, levels of activity, performance, achievements, and prospects to be materially different from those expressed or implied by such forward-looking statements. These risks, uncertainties, and other factors include, among others, those identified under “Item 1A. Risk Factors” and elsewhere in this Form 10-K. All forward-looking statements speak only as of the date of this Form 10-K. We do not undertake any obligation and do not intend to update or revise any forward-looking statement to reflect new information, events, or circumstances after the date of this Form 10-K or to reflect the occurrence of unanticipated events, except as required by law.
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PART I
ITEM 1. Business
General Overview
Blucora, Inc. (the “Company,” “Blucora,” “we,” “our,” or “us”) is a leading provider of integrated tax-focused wealth management services and software, assisting consumers, small business owners, tax professionals, financial professionals, and certified public accounting (“CPA”) firms in achieving better long-term outcomes via holistic, tax-advantaged solutions. Our mission is to empower people to improve their financial wellness through data and technology-driven solutions. We conduct our operations through two primary businesses: (1) the Wealth Management business and (2) the Tax Preparation business. Our common stock is listed on the NASDAQ Global Select Market under the symbol “BCOR.”
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, CPA firms, and their clients. Avantax Wealth Management works with a nationwide network of financial professionals that operate as independent contractors and 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 Planning Partners, which we acquired on July 1, 2020, operates as a captive, or employee-based, registered investment advisor (“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”).
As of December 31, 2020, the Wealth Management business worked with a nationwide network of 3,770 financial professionals and supported $83.0 billion of total client assets, including $35.6 billion of advisory assets.
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. For the year ended December 31, 2020, TaxAct powered approximately 3.2 million consumer e-files directly through end-users and another 2.1 million professional e-files through approximately 20,000 tax professionals who used TaxAct to prepare and file their taxes or those of their clients.
Business Overview
We have two reportable segments: (1) the Wealth Management segment and (2) the Tax Preparation segment.
Wealth Management Business
As described above, the Wealth Management business consists of the operations of Avantax Wealth Management and Avantax Planning Partners, which we believe provide unique and complementary models through which tax and financial professionals can affiliate with us. These models include:
•an independent broker-dealer for tax and wealth management professionals for whom independence is paramount;
•multiple referral models for tax professionals who prefer a partnership or affiliation model through which their clients’ financial planning needs are met; and
•an employee-based RIA model serving CPAs and tax professionals who desire to provide tax-advantaged financial solutions for their clients.
Flexible affiliation models are core to the Wealth Management business’s value proposition because they offer powerful ways for us to partner with CPAs and tax professionals of all sizes, from sole practitioners to multi-partner CPA firms.
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Avantax Wealth Management. Through its registered broker-dealer, RIA, and insurance agency subsidiaries, Avantax Wealth Management provides tax-focused wealth management solutions to financial professionals and their clients nationwide and operates 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. Because Avantax Wealth Management primarily recruits and serves independent tax professionals, CPA firms, and financial professionals who partner with established tax practices, most Avantax Wealth Management financial professionals have long-standing tax advisory relationships that anchor their wealth management businesses. This contrasts with traditional independent broker-dealers and investment advisers who are typically limited to providing investment advice to their clients.
We believe that tax and accounting professionals, with their existing client relationships and in-depth knowledge of their clients’ financial situations, are well positioned to grow their wealth management practices as their tax advisory relationships provide a large base of potential clients. This competitive advantage results in an experienced and stable network of financial professionals who are uniquely positioned to provide tailored and comprehensive financial solutions that enable clients to meet their financial goals, including their tax goals. In turn, our financial professionals have multiple revenue-generating options to diversify their earnings sources.
To help tax and accounting professionals integrate wealth management services into their practice, we offer specialized training and support that introduces these financial professionals to the investment business and helps them build their practices. The comprehensive training curriculum is administered through a multi-medium approach, including an annual national sales conference, numerous advisor- and home-office led training events, regional meetings, and on-demand learning resources.
Once financial professionals have integrated wealth management into their practices, Avantax Wealth Management provides an open-architecture investment platform and technology tools to help financial professionals identify investment opportunities for their clients. In addition, Avantax Wealth Management supports its financial professionals through its proprietary software tools that are designed to help financial professionals systematically capture tax-alpha (i.e., the incremental performance an investor can achieve, relative to market returns, by taking advantage of available tax-saving strategies) for clients by identifying tax savings opportunities in a financial professional’s client base and automating the capture of that opportunity. Our ongoing investments in technology and data analytics are designed to drive enhanced experiences for financial professionals and their end clients, and in turn, grow client assets over time.
Avantax Wealth Management also has a highly experienced home office team that is focused on developing and delivering solutions tailored to each financial professional’s practice. The home office team provides marketing, practice management, product support, wealth management, retirement services, compliance, business consulting, succession planning, and other support to our financial professionals.
Avantax Planning Partners. As a tax-focused captive RIA, Avantax Planning Partners’ financial professionals are employees of Avantax Planning Partners who partner with CPA firms across the country to provide tax-advantaged planning and financial solutions for their clients. Avantax Planning Partners recruits and builds relationships with CPA firms who desire to provide their clients with tax-advantaged wealth management solutions and financial plans, but prefer to outsource that service to a trusted expert.
By the nature of the business, CPAs develop deep, long-lasting relationships with their clients and have insight into their tax and wealth management needs. The trust built in these long-standing relationships provides a solid foundation to recommend a client to a trusted Avantax Planning Partners in-house financial professional.
Holistic financial planning is the core offering of Avantax Planning Partners. In-house financial professionals provide guidance in asset management, retirement planning, advanced planning (including, among other things, business succession planning and estate planning), strategic tax and income planning, and insurance.
To assist affiliate CPA firms with integrating wealth management services into their practice, Avantax Planning Partners offers specialized training and support that introduces CPAs to the investment business and identifies the CPA firms’ top potential clients. CPAs then work directly with in-house financial professionals to refer clients and provide wealth management solutions.
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Avantax Wealth Management and Avantax Planning Partners primarily generate revenue through securities and insurance commissions, quarterly investment advisory fees based on advisory assets, product marketing service agreements, retirement plan servicing fees, and other agreements and fees. We regularly review the commissions and fees charged for these products and services based on the evolving regulatory and competitive environment in which we operate and as a result of changes in client preferences and needs. For additional information on the Wealth Management segment’s revenues, see “Item 8. Financial Statements and Supplementary Data—Note 2.”
Tax Preparation Business
TaxAct, a leading provider of digital tax preparation solutions, has leveraged its strong brand, comprehensive suite of tax preparation solutions, and proven digital lead generation capabilities to enable the filing of more than 80 million federal tax returns since 2000. TaxAct operates as a value player in its market, with a mission to empower people to navigate the complexities of tax preparation with ease and accuracy at a fair price.
In addition to TaxAct’s core offerings, TaxAct offers ancillary services such as refund payment transfer, audit defense, and stored value cards, as well as presenting customers the option to review and take advantage of personalized tax and potential financial savings opportunities offered through third party product providers. We believe that TaxAct’s ease of use, affordable pricing, and established brand and reputation are attractive to customers.
TaxAct had four primary offerings for consumers in 2020:
•A “free” federal and state edition that handled simple returns;
•A “deluxe” paid offering that contained all of the free offering features in addition to tools to maximize credits and deductions, as well as tools for homeowners;
•A “premier” paid offering that contained all of the deluxe offering features in addition to tools for investments, rental property, and prioritized support; and
•A “self-employed” paid offering for independent contractors and self-employed filers.
TaxAct also had offerings for small business owners consisting of separate offerings for sole proprietors, partnerships, C corporations, and S corporations.
TaxAct’s professional tax preparer software focuses on the unique needs of small tax offices and solo tax preparers and provides the tools for these professional tax preparers to prepare and file individual and business returns for their clients. TaxAct offers flexible pricing and packaging options that help tax professionals save money by paying only for the specific services that they need. In addition, the professional tax preparer software includes valuable features that tax professionals count on to maximize their efficiency and productivity, including the option of entering data directly into tax forms, utilizing a question-and-answer interview method to enter data, or easily toggling between the two data entry methods. TaxAct generates revenue primarily through its digital service offerings at www.TaxAct.com and its mobile applications.
Our History
We were formed in 1996 as a Delaware corporation. Significant recent events in our history include:
•In January 2012, we acquired TaxAct, a provider of digital tax preparation solutions.
•In December 2015, we acquired HDV Holdings, Inc. and its subsidiaries (“HD Vest”), a provider of wealth management and advisory solutions specifically for tax professionals, and announced our plans to focus on the technology-enabled financial solutions market.
•On May 6, 2019, we closed the acquisition of all of 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 (the “1st Global Acquisition”). The 1st Global Acquisition was strategically important as it expanded our presence as the leading tax-focused independent broker-dealer while also providing the scale to compete more broadly in the wealth management market.
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•On September 9, 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 mid-September 2019, and 1st Global converted in late October 2019.
•On July 1, 2020, we acquired all of the issued and outstanding common stock of HKFS (the “HKFS Acquisition”). HKFS 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. The HKFS Acquisition enabled us to expand the ways we can work with CPA firms and tax professionals to deliver wealth management services to clients, increase our addressable market, and enhance our growth opportunities.
•On January 4, 2021, we announced the rebranding of HKFS to Avantax Planning Partners (the “2021 Rebranding”). The 2021 Rebranding was designed to create tighter brand alignment, bringing our Wealth Management business under one common and recognizable brand.
Industry Trends
In the wealth management industry, we believe that we are benefiting and will continue to benefit from several positive industry trends, including growth of investable assets, a continued migration to independent financial professional channels, and a continued shift toward household use of fee-based financial professionals. In addition, the captive or employee-based RIA market segment, in which Avantax Planning Partners belongs, is the fastest-growing market segment within the wealth management industry.
In the tax preparation industry, TaxAct participates in the consumer digital do-it-yourself (“DDIY”) tax preparation solutions market, which is the fastest growing market segment in the tax preparation industry and is bolstered by a growing population that continues to adopt technology-enabled financial solutions that drive value and ease in their everyday lives.
Growth Strategy
Our growth strategy begins with our mission to empower people to improve their financial wellness with data and technology-driven, tax-focused financial solutions. Taxes are one of life’s largest expenses, yet the tax preparation industry primarily focuses consumers on maximizing a once-a-year refund. Historically, the wealth management industry has largely ignored the impacts of taxes or only executed tax-advantaged strategies for the wealthiest segment of wealth management clients. Through our Wealth Management and Tax Preparation businesses, we seek to execute holistic, long-term tax minimization strategies for our clients and customers while expanding access to those strategies to a broader group of taxpayers. We believe this approach will drive better outcomes for our clients leading to higher customer acquisition, greater lifetime values, and overall better retention. Our growth strategies include:
•In the Wealth Management business, accelerating organic growth in the tax-focused wealth management space by:
•enhancing our financial professional experience with continued investment in service quality and team training to deliver a superior capability;
•completing remaining elements of integration from acquisitions to drive efficiencies across the business;
•when in the client’s best interest, improving client asset retention and monetization through the continued shift of client assets into advisory accounts through appropriate coaching, tools, training, and programs;
•continuing to invest in our technology and product offerings to create positive experiences for our financial professionals and their clients;
•leveraging the software development capabilities of TaxAct to improve the service and performance of products offered to our financial professionals; and
•expanding our product and service offerings for our financial professionals utilizing best practices. This includes expanding our turn-key retirement planning solutions business to a nationwide footprint through Avantax Planning Partners.
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•In the Tax Preparation business, creating continued growth and momentum by:
•implementing new marketing programs to drive customer acquisition;
•expanding our tax preparation offerings with hybrid or “live-assisted” capabilities to provide more options for customers in how to complete their returns;
•refining pricing strategy to enable us to win in the market and drive robust growth;
•expanding our value-generating partner ecosystem to increase our distribution capabilities and provide compelling offers for more potential customers;
•continuing to invest in our core product experience based on direct customer feedback and research to create best-in-class user experiences for our existing customers and target markets;
•differentiating the TaxAct experience from experiences on other platforms by offering unique product capabilities and features that reinforce our brand’s deep expertise in tax for both consumers and tax professionals;
•driving heightened awareness of our TaxAct professional software to meet the needs of solo practitioners and small tax offices;
•innovating and testing new solutions and models that expand the DDIY category; and
•providing ancillary services and partnerships to our customers that enhance our value and brand promise.
•Across Blucora, driving incremental growth and realizing the value of our holistic strategy by realizing synergies between Tax Preparation and Wealth Management, initially including:
•converting TaxAct Professionals into Avantax Wealth Management financial professionals or affiliate partners;
•leveraging sophisticated online marketing capabilities from the Tax Preparation segment to offer to financial professionals in the Wealth Management segment; and
•improving the tools needed to make our financial professionals more productive by leveraging the product and technology leadership from TaxAct.
A key element of our growth strategy is to create a culture of learning and innovation to test specific opportunities across our business and scale those opportunities that show value. For example, we have more than 23,000 tax professionals using our TaxAct Professional software. This base of professionals represents a significant population of potential future financial professionals or referral sources for our Wealth Management business. Additionally, TaxAct possesses significant lead generation and marketing capabilities that we seek to leverage in order to better support wealth management financial professionals with their marketing needs. We intend to conduct focused testing on these concepts to evaluate their value potential and intend to scale the concepts that show the highest promise.
Underlying this learning and innovation approach is a consolidated information technology and data architecture, coupled with a focused effort on the human capital necessary to support our business. As part of this overall strategy, we are investing in our infrastructure to drive higher efficiencies, speed execution, and unlock new opportunities.
We believe that if we successfully execute on the above growth strategies, we will improve performance and deliver on the key financial metrics that drive our organization. These key metrics currently include revenue growth, net income growth, adjusted EBITDA growth, and non-GAAP net income growth. Adjusted EBITDA and non-GAAP net income are non-GAAP financial measures. For more information on these non-GAAP financial measures, including definitions of such measures, see the “Non-GAAP Financial Measures” section contained in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Seasonality
Our Tax Preparation segment is highly seasonal, with a significant portion of its annual revenue typically earned in the first four months of our fiscal year. During the third and fourth quarters, the Tax Preparation segment typically reports losses because revenue from the segment during this period is minimal while core operating
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expenses continue. In March 2020 and as a result of the coronavirus pandemic, the Internal Revenue Service (“IRS”) extended the filing and payment deadline for federal tax returns from April 15, 2020 to July 15, 2020. This extension resulted in the shifting of a significant portion of Tax Preparation segment revenue that would typically be expected to be earned in the first and second quarters of 2020 to the third quarter of 2020. In addition, sales and marketing expenses were elevated in 2020 due to incremental investment in March 2020 to address weak performance through the first two months of the tax season, as well as increased marketing required due to the extended tax season. The IRS delayed the start of the 2021 tax season and did not begin accepting and processing 2020 tax year returns until February 12, 2021. It is currently unknown if the IRS will need to extend the tax filing deadline in 2021; however, the IRS has revoked its earlier commitments to end the 2021 tax season on time. An extension of the tax filing deadline in 2021 could result in customer and revenue disruptions and increased expenses in 2021.
Competition
The markets in which our businesses operate continue to evolve and are highly competitive. For our businesses to be successful, we must effectively compete in the wealth management and tax preparation markets, as described in more detail below.
Wealth Management Competition
The wealth management industry is a highly competitive and fragmented global industry. We and the financial professionals with whom we partner compete directly with a variety of financial institutions, including traditional wirehouses, independent broker-dealers, registered investment advisers (including CPA firms that have their own in-house registered investment advisor), asset managers, banks and insurance companies, direct distributors, and larger broker-dealers. These competitors may have greater financial, technological, and marketing resources, broader infrastructure and distribution networks, greater brand recognition, and broader product and service offerings than us. We compete directly with these financial institutions for the provision of products and services to clients, as well as for recruitment and retention of financial professionals.
We believe that our competitive position in the wealth management industry is a function of providing effective, differentiated service and tools to tax professionals, while understanding the needs of these tax professionals with respect to wealth management, in order to maximize the opportunity to provide tax-advantaged financial planning and advice to end clients. We believe that our competitive advantage is centered on the following differentiators:
•We seek to marry tax planning and preparation with financial planning and advisory service for all taxpayers, not just the ultra-high net worth.
•We have the largest network of tax-focused financial professionals who partner with us through multiple affiliation models, which include:
◦an independent broker-dealer for tax and wealth management professionals for whom independence is paramount;
◦multiple referral models for tax professionals who prefer a partnership or affiliation model through which their clients’ financial planning needs are met; and
◦an employee-based model serving CPAs and tax professionals who desire to provide tax-advantaged financial solutions for their clients through our in-house RIA;
•We offer tools, training, and support that are uniquely tailored to the needs of tax-focused financial professionals.
•Our understanding of the wealth management and tax businesses enables us to deliver optimal service with both businesses in mind.
Tax Preparation Competition
The market for tax preparation products and services continues to evolve and is highly competitive. We experience significant competition and expect this competitive environment to continue. We encounter direct competition from numerous other tax preparation software products and digital services. These competitors include Intuit’s TurboTax and H&R Block’s DDIY consumer products and services, which currently serve a significant percentage of the software and digital service market. These competitors may have greater financial, technological, and marketing resources, broader infrastructure and distribution networks, greater brand recognition, and broader
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product and service offerings than us. We also encounter competition from alternate methods of tax preparation such as storefront tax preparation services, which includes both local tax preparers and large chains such as H&R Block, Liberty Tax, and Jackson Hewitt. We may also compete against new market entrants who could take a portion of our market share. Finally, our TaxAct business faces the risk that state or federal taxing agencies will offer software or systems to provide direct access for individual filers that will reduce the need for TaxAct’s software and services.
We believe that our competitive position in the market for tax preparation software and services is a function of our ability to differentiate our brand versus those of our competitors by:
•optimizing or minimizing the taxes paid by each of our customers;
•continuing to offer reliable, easy-to-use, and accessible software and services that are compelling to consumers;
•providing unique features not offered by the competition, including:
▪ProTips — Contextually relevant insights on often overlooked or unknown tax guidelines that enable customers to save money on their taxes;
▪Deduction Maximizer — A tool that checks each customer’s return for certain potentially overlooked tax savings or credits, in addition to data issues or potentially missing data;
▪My TaxPlan — A personalized action plan for each TaxAct customer that provides several concrete things they can do in the coming year to improve their tax outcome for the following year;
▪Efile Concierge — A unique add-on offering that proactively notifies customers with a phone call when their e-filed return has been accepted by the IRS. In the case of a rejection by the IRS, the customer receives a phone call guiding them through the process of updating and resubmitting the return;
▪$100k Accuracy Guarantee — The only provider willing to not only guarantee the customer’s return is 100% accurate, but also back that promise up to pay for any errors up to $100k;
•offering competitive pricing;
•offering software that is backed by financial and tax-expertise;
•ensuring the privacy and security of user data submitted through our products;
•marketing our software and services in a cost-effective way;
•offering ancillary services that are attractive to users;
•appealing to our customers as a “challenger” brand; and
•continually innovating new tax preparation services that meet the needs of our customers.
Governmental Regulation
Blucora is a publicly traded company that is subject to SEC and NASDAQ Global Select Market rules and regulations regarding public disclosure, financial reporting, internal controls, and corporate governance. Our Wealth Management and Tax Preparation segments are subject to federal and state government requirements, including regulations related to consumer protection, user privacy, security, pricing, taxation, intellectual property, labor, advertising, broker-dealers, securities, investment advisers, asset management, insurance, listing standards, and product and services quality.
Our Wealth Management segment is subject to enhanced regulatory scrutiny and is heavily regulated by multiple agencies, including the SEC, FINRA, state securities and insurance regulators, and other regulatory authorities. Our Wealth Management subsidiary, Avantax Investment Services, Inc., is a broker-dealer registered with the SEC, a member of FINRA, and a member of the Securities Investor Protection Corporation and the Depository Trust & Clearing Corporation. Broker-dealers and their representatives are subject to laws, rules and
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regulations covering all aspects of the securities business, including sales and trading practices, use and safekeeping of clients’ funds and securities, capital adequacy, recordkeeping and reporting, the conduct of directors, officers, and employees, and general anti-fraud provisions. Broker-dealers and their representatives are also regulated by state securities administrators in those jurisdictions where they do business. Compliance with many of the laws, rules and regulations applicable to us involves a number of risks, because laws, rules and regulations frequently change and are subject to varying interpretations, among other reasons. Regulators make periodic examinations of our broker-dealer operations and review annual, monthly, and other reports on our operations and financial condition. Violations of laws, rules and regulations governing a broker-dealer’s actions could result in censure, penalties and fines, the issuance of cease-and-desist orders, the restriction, suspension, or expulsion from the securities industry of such broker-dealer, its representatives or its officers or employees, or other similar adverse consequences.
Our Wealth Management subsidiaries, Avantax Advisory Services and Avantax Planning Partners, are registered with the SEC as RIAs and are subject to the requirements of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the regulations promulgated thereunder. Such requirements relate to, among other things, fiduciary duties to clients, advisory fees, maintaining an effective compliance program, solicitation arrangements, conflicts of interest, advertising, limitations on agency cross and principal transactions between the advisor and advisory clients, recordkeeping and reporting requirements, disclosure requirements, and general anti-fraud provisions. The SEC periodically examines our investment advisor operations and reviews annual, monthly, and other reports on our operations and financial condition. The SEC is authorized to institute proceedings and impose sanctions for violations of the Advisers Act and other federal securities laws, ranging from fines and censure to termination of an investment advisor’s registration. Investment advisor representatives also are subject to certain state securities laws and regulations. Failure to comply with the Advisers Act or other federal and state securities laws and regulations could result in investigations, sanctions, profit disgorgement, fines, or other similar adverse consequences.
Our Wealth Management subsidiaries, Avantax Insurance Agency LLC, Avantax Insurance Services, Inc., and Avantax Planning Partners, Inc., are insurance agencies licensed with the state licensing authority in the jurisdictions where they do business. Insurance agencies and their agents are subject to laws, rules and regulations covering all aspects of the insurance business, including sales practices, use and safekeeping of clients’ funds, recordkeeping and reporting, the conduct of directors, officers, and employees, and general anti-fraud provisions. Insurance agencies and their agents are regulated by state insurance administrators in those jurisdictions where they do business. Compliance with many of the laws, rules, and regulations applicable to us involves a number of risks, because laws, rules, and regulations frequently change and are subject to varying interpretations, among other reasons. Violations of laws, rules, and regulations governing an insurance agency’s actions could result in censure, penalties, and fines, the issuance of cease-and-desist orders, the restriction, suspension, or expulsion of the agency or its agent or its officers or employees, from the insurance industry of a jurisdiction where they do business, or other similar adverse consequences.
Our Wealth Management subsidiaries offer certain products and services subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), and to regulations promulgated under ERISA or the Code, insofar as they provide services with respect to plan clients, or otherwise deal with plan clients that are subject to ERISA or the Code. ERISA imposes certain duties on persons who are “fiduciaries” (as defined in Section 3(21) of ERISA) and prohibits certain transactions involving plans subject to ERISA and fiduciaries or other service providers to such plans. Non-compliance with these provisions may expose an ERISA fiduciary or other service provider to liability under ERISA, which may include monetary penalties as well as equitable remedies for the affected plan. Section 4975 of the Code prohibits certain transactions involving plans (as defined in Section 4975(e)(1) of the Code, which includes individual retirement accounts and Keogh plans) and service providers, including fiduciaries, to such plans. Section 4975 of the Code imposes excise taxes for violations of these prohibitions.
On June 5, 2019, the SEC adopted Regulation Best Interest (“Reg. BI”), elevating the standard of care for broker-dealers from the current “suitability” requirement to a “best interest” standard when making a recommendation of any securities transaction to a retail customer. The “best interest” standard requires a broker-dealer to make recommendations without putting its financial interests ahead of the interests of a retail customer. The SEC also adopted Form CRS Relationship Summary (“Form CRS”), which requires registered investment advisers (“RIAs”) and broker-dealers to deliver to retail investors a succinct, plain English summary about the relationship and services provided by the firm and the required standard of conduct associated with the relationship and services. In connection with adopting Reg. BI, the SEC added new record-making and recordkeeping rules. The
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compliance date for Reg. BI and its related rules was June 30, 2020. Reg. BI heightens the standard of care for broker-dealers when making investment recommendations and imposes disclosure and policy and procedural obligations that impact the compensation our Wealth Management business and its representatives receive for selling certain types of products, particularly those that offer different compensation across different share classes (such as mutual funds and variable annuities). In addition, Reg. BI prohibits a broker-dealer and its associated persons from using the term “adviser” or “advisor” if the broker-dealer is not an RIA or the associated person is not a supervised person of an RIA. This prohibition required us to change the titles of certain of our advisors. The implementation of the regulations required us to create, review, and modify certain policies and procedures and review and change the products that we offer, and also resulted in associated increases in training and supervisory and compliance controls, all of which lead to additional costs and may lead to decreased revenue. In addition to the SEC, various state securities and insurance regulators have proposed or are considering adopting laws and regulations seeking to impose new standards of conduct on broker-dealers and insurance agencies that, as written, differ from the SEC’s new regulations and may lead to additional implementation costs if adopted. For further discussion of the risks to our business related to Reg. BI, see the paragraph in “Item 1A. Risk Factors” under the heading “Our Wealth Management business is subject to extensive regulation, and failure to comply with these regulations or interpretations thereof could have a Material Adverse Effect.”
Our Tax Preparation segment is subject to federal and state government requirements, including regulations related to the electronic filing of tax returns, the provision of tax preparer assistance, and the use and disclosure of customer information. We are also required to comply with Federal Trade Commission requirements and a variety of state revenue agency standards. In addition, we offer certain other products and services to small businesses and consumers, which are also subject to regulatory requirements. As we expand our products and services, we may become subject to additional government regulation. Further, regulators may adopt new laws or regulations, or their interpretation of existing laws or regulations may differ from ours or expand to cover additional products and services. These increased regulatory requirements could impose higher regulatory compliance costs, limitations on our ability to provide some services in some states or countries, and liabilities that might be incurred through lawsuits or regulatory penalties.
We are subject to federal and state laws and government regulations concerning employee safety and health and environmental matters. The Occupational Safety and Health Administration, the Environmental Protection Agency, and other federal and state agencies have the authority to promulgate regulations that may have an impact on our operations.
See the section entitled “Risks Associated With Our Businesses” in Part I, Item 1A of this Form 10-K for additional information regarding governmental regulation of our business and risks related to such regulation.
Privacy and Security of Customer Information and Transactions
Regulatory activity in the areas of privacy and data protection continues to grow worldwide, driven in part by the growth of technology and related concerns about the rapid and widespread dissemination and use of information. To the extent they are applicable to us, we must comply with various federal, state, and international laws and regulations and to financial institution and healthcare provider regulatory requirements relating to the privacy and security of the personal information of our customers and employees. In the United States, these include rules and regulations promulgated under the authority of the Federal Trade Commission, the Health Insurance Portability and Accountability Act of 1996, federal and state labor and employment laws, state data breach notification laws, and state privacy laws such as the California Consumer Privacy Act of 2018, the California Privacy Rights Act of 2020, the New York Stop Hacks and Improve Electronic Data Security (SHIELD) Act, the Gramm-Leach-Bliley Act of 1999, SEC Regulation S-P, the Fair Credit Reporting Act of 1970, as amended, and Regulation S-ID, and further potential federal and state requirements.
Many of these laws and regulations provide consumers and employees with a private right of action if a covered company suffers a data breach related to a failure to implement reasonable data security measures. In addition, we are subject to other privacy laws and regulations that apply to internet advertising, online behavioral tracking, mobile applications, messaging, telemarketing, email communication, data hosting, data retention, financial and health information, and credit reporting. The legal framework around privacy issues is rapidly evolving, as various federal and state government bodies are considering adopting new privacy laws and regulations, which could result in significant limitations on or changes to the ways in which we can collect, use, host, store, or transmit the personal information and other data of our customers or employees. These laws could also affect the ways we communicate with our customers, deliver products and services, and could significantly increase our compliance
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costs. As our business expands to new industry segments or otherwise becomes subject to rules and regulations of jurisdictions outside the United States with stricter data protection regimes, such as the E.U. General Data Protection Regulation, our compliance requirements and costs will increase.
Through a privacy policy framework designed to be consistent with the principles of individual consent, data subject access, and privacy-by-design, we strive to help ensure that customers and employees are aware of, and can control, how we use personal information about them. The TaxAct.com website and its digital products have been certified by TRUSTe, an independent organization that offers certification to organizations that have demonstrated responsible data collection and processing practices consistent with regulatory expectations and external standards for privacy accountability. We also use privacy statements to provide notice to customers of our privacy practices, as well as provide them the opportunity to furnish instructions with respect to use of their personal information. We participate in industry groups whose purpose is to develop or shape industry best practices, and to influence public policy, for privacy and security.
To address data security concerns, we use standard data security safeguards to help protect our computer systems and the information customers give to us from loss, misuse, and unauthorized alteration. Whenever customers transmit credit card information or tax return data to us through one of our websites or products, we use industry-standard encryption as the data is transmitted to us. We work to protect our computer systems from unauthorized internal or external access using commercially-available computer security products as well as internally-developed security procedures and practices.
See the section entitled “Risks Associated With Our Businesses” in Part I, Item 1A of this Form 10-K for additional information regarding risks related to privacy and security of customer information and transactions.
Intellectual Property
Our success is bolstered by our technology and intellectual property rights. We seek to protect such rights and the value of our corporate brands and reputation through a variety of measures, including: domain name registrations, confidentiality and intellectual property assignment agreements with employees and third parties, protective contractual provisions, and laws regarding copyrights, trademarks, and trade secrets. We hold multiple registered trademarks in the United States and in various foreign countries, and we may apply for additional trademarks as business needs require. See the section entitled “Risks Associated With Our Businesses” in Part I, Item 1A of this Form 10-K for additional information regarding protecting and enforcing intellectual property rights and defending third-party infringement claims.
Human Capital
We strive to attract, develop, and retain the most talented employees by offering competitive compensation and benefits that support their health, financial, and emotional well-being. We believe that our future success will depend in part on our continued ability to attract and retain qualified personnel. As of December 31, 2020, we had 846 full-time employees.
Employee and Board Diversity. Diversity serves as an integral component of our human capital objectives, and we seek to promote an inclusive work environment that represents a broad spectrum of backgrounds and cultures. As of December 31, 2020, 42% of our employee base, including 34% of our senior leadership team, was female, and 34% of our employee base was comprised of individuals with ethnically or racially diverse backgrounds. Furthermore, as of December 31, 2020, 63% of the independent members of our Board of Directors were either female, or racially or ethnically diverse, and 63% of our executive leadership reporting to our chief executive officer were either female or ethnically and racially diverse. During 2020, we established a diversity and inclusion advisory council made up of a diverse group of employees and led by diverse executive sponsors. Our diversity and inclusion initiatives have already led to the roll out of diversity and inclusion focused engagements and increased focus on diversity and inclusion as part of our hiring and promotions process.
Utilization of Independent Contractors and Referring Representatives. Our Wealth Management business distributes its products and services and generates a substantial portion of its revenues through a nationwide network of 3,770 financial professionals as of December 31, 2020. Of these 3,770 financial professionals, 3,748 financial professionals either: (1) partner with Avantax Wealth Management and operate as independent contractors, or (2) partner with Avantax Planning Partners and operate as licensed referring representatives. We believe that our ability to attract, retain, support, and compensate these independent financial professionals and licensed referring representatives will continue to contribute to the growth and success of our Wealth Management business.
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Human Capital Optimization During the COVID-19 Pandemic. While the COVID-19 pandemic did impact our human capital management practices in 2020, we believe we are able to effectively conduct our business while operating in a largely work-from-home environment. As a result of the COVID-19 pandemic, we instituted safety protocols and procedures for our essential employees who continued to work onsite. We also greatly enhanced our communication programs to create open communication at all levels of our business, which enabled our employees to achieve their professional objectives while also maintaining a healthy work-from-home lifestyle. In addition, there were no employee layoffs in calendar year 2020 that were directly related to the COVID-19 pandemic. We believe that retaining our strong employee team and the continued transformation of our culture will accelerate our business transformation.
Company Internet Site and Availability of SEC Filings
Our corporate website is located at www.blucora.com. We make available on our website, as soon as reasonably practicable, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, proxy statements, Current Reports on Form 8-K, other reports filed with or furnished to the SEC, as well as any amendments to those filings. Our SEC filings, as well as our Code of Ethics and Conduct and other corporate governance documents, can be found in the “Investors” section of our website and are available free of charge. Amendments to our Code of Ethics and Conduct and any grant of a waiver from a provision of the Code of Ethics and Conduct requiring disclosure under applicable SEC rules will be disclosed on our website. In addition, the SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding us and other issuers that file electronically with the SEC. Furthermore, on our site, we post important information, including press releases, investor presentations, and notices of upcoming events and utilize our site as a channel of distribution to reach public investors and as a means of disclosing material non-public information for complying with disclosure obligations under Regulation FD. Investors may be notified of posting to the website by signing up for email alerts on the “Investors” page of our site.
ITEM 1A. Risk Factors
Our business and future results may be affected by a number of risks and uncertainties that should be considered carefully. In addition, this Form 10-K also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including the risks described below. The occurrence of one or more of the events listed below could also have a material adverse effect on the Company’s business, prospects, results of operations, reputation, financial condition, cash flows or ability to continue current operations without any direct or indirect impairment or disruption, which is referred to throughout these Risk Factors as a “Material Adverse Effect.”
RISK FACTOR SUMMARY
Below is a summary of our risk factors with a more detailed discussion following.
Risks Related to Our Businesses
•The current COVID-19 pandemic could have a Material Adverse Effect.
•The wealth management and tax preparation markets are very competitive, and failure to effectively compete could result in a Material Adverse Effect.
•Deficiencies in service or performance of the financial or software products we offer, competitive pressures on pricing of such services or products, or other market declines may cause our Wealth Management and Tax Preparation businesses to decline.
•Our business depends on fees generated from the distribution of financial products and fees earned from management of advisory accounts, and changes in market values or in the fee structure of such products or accounts could adversely affect our revenues, business, and financial condition.
•If we are unable to attract and retain productive financial professionals, including our in-house financial professionals and our independent contractor financial professionals, our financial results will be negatively impacted.
•Changes in economic, political and other factors could have a Material Adverse Effect on our business.
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•If we are unable to develop, manage, and maintain critical third-party business relationships for our Tax Preparation and Wealth Management businesses, it could result in a Material Adverse Effect.
•The products and services offered by our Wealth Management and Tax Preparation businesses are reliant on third-party products, tools, platforms, systems and services provided by key vendors and partners, which, if they do not operate as anticipated, could result in a Material Adverse Effect.
•If our goodwill or other intangible assets become impaired, we have been, and in the future may be, required to record a significant impairment charge, which could result in a Material Adverse Effect.
•We have had recent senior leadership transitions, and if we are not effective in managing those transitions, our business could be adversely impacted and we could experience a Material Adverse Effect.
•If we are unable to hire, retain, and motivate highly qualified employees, including our key employees, we may not be able to successfully manage our businesses.
•Future growth of our business and revenue growth depends upon our ability to adapt to technological change and successfully introduce new and enhanced products and services.
•Our operating systems and network infrastructure, could fail, become unavailable or otherwise be inadequate, are subject to significant and constantly evolving cybersecurity and other technological risks, and the security measures that we have implemented to secure confidential and personal information may be breached.
•If our Tax Preparation business fails to process transactions effectively or fails to adequately protect against disputed or potential fraudulent activities, it could have a Material Adverse Effect, and stolen identity refund fraud could result in negative publicity and/or impede our Tax Preparation customers’ ability to timely and successfully file their tax returns and receive their tax refunds.
•The specialized and highly seasonal nature of our Tax Preparation business presents financial risks and operational challenges, which, if not satisfactorily addressed, could result in a Material Adverse Effect.
•The United States government’s inability to agree on a federal budget and/or its decision to issue additional Economic Impact Payments may adversely impact our operations and financial results.
•If our enterprise risk management and compliance frameworks, including our policies and procedures, are not effective at mitigating risk and loss to us, we could be exposed to unidentified or unanticipated risks, suffer unexpected claims or losses, experience reputational harm, and/or cause a Material Adverse Effect.
Legal and Regulatory Risks
•Our Wealth Management business is subject to extensive regulation, and failure to comply with these regulations or interpretations thereof could have a Material Adverse Effect.
•Government regulation of our business, including increased regulation or the interpretation of existing laws, rules or regulations, could have a Material Adverse Effect.
•Current and future litigation, regulatory proceedings or adverse court interpretations of the laws and regulations under which the Company operates could have a Material Adverse Effect.
•Complex and evolving U.S. and international laws and regulation regarding privacy and data protection and concerns about the current privacy and cybersecurity environment could have a Material Adverse Effect.
•We may be negatively impacted by any future changes in tax laws.
•If third parties claim that our services infringe upon their intellectual property rights, we may be forced to seek expensive licenses, reengineer our services, engage in expensive and time-consuming litigation, or stop marketing and licensing our services.
Risks Related to Acquisitions
•We may fail to realize all of the anticipated benefits of the HKFS Acquisition or those benefits may take longer to realize than expected.
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•We may fail to realize all of the anticipated benefits of the 1st Global Acquisition or those benefits may take longer to realize than expected. We may also encounter significant difficulties in integrating the operations of 1st Global.
•We may seek to acquire companies or assets that complement our Wealth Management and Tax Preparation businesses, and we may be unsuccessful in completing any such acquisitions on favorable terms or integrating any company acquired.
Risks Related to Our Financing Arrangements
•We have incurred a significant amount of indebtedness, which may materially and adversely impact our financial condition and future financial results.
•Existing cash and cash equivalents and cash generated from operations may not be sufficient to meet our anticipated cash needs for servicing debt, working capital, and capital expenditures.
Risks Related to Our Common Stock
•Our stock price has been highly volatile and such volatility may continue.
•Our financial results may fluctuate, which could cause our stock price to be volatile or decline.
•We cannot assure you we will continue to repurchase shares of our common stock pursuant to our stock repurchase plan.
•Our utilization of our federal net operating losses (“NOLs”) may be severely limited or potentially eliminated.
•Delaware law and our organizational documents may impede or discourage a takeover that would be beneficial to our stockholders.
RISKS RELATED TO OUR BUSINESSES
The current COVID-19 pandemic could have a Material Adverse Effect.
The COVID-19 pandemic has caused economic instability and uncertainty in the U.S. and globally. The various precautionary measures and accommodations taken by many governmental authorities in the U.S. and around the world in order to limit the spread of COVID-19, as well as the societal response, have had, and could continue to have, an adverse effect on the U.S. and global markets and economy, including on the availability of and costs associated with employees, resources, and other aspects of the global economy. The availability of key employees may be limited because of illness, death, quarantine, or caring for family members due to COVID-19 disruptions or illness. These factors have caused, and could continue to cause, significant disruptions to our business and operations and the operations of our financial professionals and increased costs and burdens associated with staffing and conducting our operations and could also increase our risk of being subject to contract performance claims or increase the risk that our counterparties fail to perform under their respective contracts or commitments, if we or they are unable to deliver according to the terms of such contracts or commitments and do not have the ability to claim force majeure.
Our Wealth Management segment, which provides tax-focused wealth management solutions for financial professionals, tax professionals, certified public accounting firms, and their clients, primarily generates revenue through securities and insurance commissions, quarterly investment advisory fees based on advisory assets, product marketing service agreements, and other agreements and fees. The COVID-19 pandemic has had a material negative impact on the U.S. and global economy as a whole and has caused substantial disruption in the U.S. and global securities and debt markets. This economic and market disruption negatively impacted interest rates as well as the value of some of our clients’ assets during the first quarter of 2020, which caused a corresponding decline in the amount of revenue that we derived from these client assets. While positive financial market movement in the second, third and fourth quarters of 2020 increased advisory and brokerage asset balances, there can be no guarantee that there will not be additional economic and market disruption as a result of COVID-19 pandemic that could lead to additional decline in client assets. In addition, our client assets could also materially decline as a result of clients being forced to rely on their investments due to the macroeconomic effect of COVID-19. A decline in client assets would lead to a corresponding decline in revenue from client assets. Further,
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as a result of this economic and market disruption, we have experienced and expect that we may continue to experience a decline in commission revenue from lower trading volumes, a reduction in advisory revenue, significantly reduced cash sweep revenue due to changes in prevailing interest rates, losses sustained from our customers’ and market participants’ failure to fulfill their settlement obligations, reduced net interest earnings, and other losses. The COVID-19 pandemic has also affected the business of our financial professionals in many ways. For example, our financial professionals have not been able to meet with clients face-to-face during the pandemic, and they also had to assist clients through an extended tax season (and may have to do so again if the tax filing deadline in 2021 is extended) and in applying for loans under the U.S. Small Business Administration’s Paycheck Protection Program. In addition, they have been unable to attend conferences and share ideas with other financial professionals. This sustained change in business or the loss of financial professionals who are not able to continue their business during this difficult time could lead to lower revenue and could have a Material Adverse Effect.
Our Tax Preparation segment, which provides digital do-it-yourself tax preparation solutions for consumers, small business owners, and tax professionals, primarily generates revenue through digital tax preparation services. In March 2020, the IRS extended the deadline for specified U.S. federal income tax payments and federal income tax returns due April 15, 2020 to July 15, 2020 in response to the COVID-19 pandemic. This filing extension resulted in the shifting of a significant portion of Tax Preparation segment revenue that would typically have been expected to be earned in the first and second quarters of 2020 to the third quarter of 2020, as well as increased expenses. Additionally, the IRS was selected by the U.S. Congress as the vehicle for distribution of the first round of Economic Impact Payments (“EIP1”), which caused significant disruption to the 2020 tax season. As a result of the extension of the tax season and the EIP1 disruption, our results of operations for our Tax Preparation segment were negatively impacted in 2020 compared to the corresponding periods in prior years. Additionally, in December 2020, the U.S. Congress authorized a second round of Economic Impact Payments (“EIP2”). As acknowledged by the IRS, in January 2021, the IRS directed millions of EIP2 payments, including EIP2 payments payable to our customers, to incorrect bank accounts. In order to allow time to correct this error, the IRS has delayed the start of the 2021 tax season. The U.S. Congress is currently considering a third round of Economic Impact Payments (“EIP3”). Should the U.S. Congress authorize EIP3 during the 2021 tax season and should the IRS again be selected as the vehicle for distribution of EIP3, it could disrupt and/or delay the tax filing deadline for the 2021 tax season and could cause customer confusion and/or diversion. It is currently unknown if the IRS will need to extend the tax filing deadline in 2021, however the IRS has revoked its earlier commitment to end the 2021 tax season on time. This limits our ability to effectuate our plan for the 2021 tax season and plan for the next tax season, and it could also cause confusion amongst tax filers, which could result in less tax filers who use our product.
In addition, we have historically financed our operations primarily from cash provided by operating activities and access to credit markets. To the extent that COVID-19 pandemic causes a substantial reduction or change in timing of our cash provided by operating activities, we may be required to seek additional capital through issuances of debt or equity securities. We may be unable to complete any such transactions on favorable terms to us, or at all. The instruments governing our existing indebtedness require us to comply with certain restrictive covenants, and any substantial and sustained downturn in our operations due to COVID-19 or other factors may cause us to be in breach of our debt covenants or limit our ability to make interest payments on our indebtedness, which could constitute an event of default and cause our outstanding indebtedness to be declared immediately due and payable. If applicable, such acceleration of our outstanding indebtedness could cause our secured lenders to foreclose against the assets securing their borrowings, and we could be forced into bankruptcy or liquidation. Any inability to obtain additional liquidity as and when needed, or to maintain compliance with the instruments governing our indebtedness, would have a Material Adverse Effect.
Any of the foregoing factors could result in a Material Adverse Effect on our revenues, results of operations and financial condition. The extent to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new developments that may emerge concerning the actions to contain COVID-19 or treat its impact, among others.
The wealth management and tax preparation markets are very competitive, and failure to effectively compete could result in a Material Adverse Effect.
The wealth management industry in which our Wealth Management business operates is highly competitive, and we may not be able to maintain our customers, financial professionals, employees (including our in-house financial professionals), distribution network, or the terms on which we provide our products and services. Our Wealth Management business competes based on a number of factors, including name recognition, service, the quality of investment advice, performance, technology, product offerings and features, price, and perceived financial strength. We and the financial professionals with whom we work compete directly with a variety of financial
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institutions, including traditional wirehouses, independent broker-dealers, registered investment advisers (including CPA firms that have their own in-house registered investment advisor), asset managers, banks and insurance companies, direct distributors, and larger broker-dealers. Many of these competitors have greater market share, offer a broader range of products, and have greater financial resources. We have faced significant competition in recent years from lower fees, which could have a material impact on our business. There has also been a trend toward online internet wealth management services and wealth management services that are based on mobile applications or automated processes as clients increasingly seek to manage their investment portfolios digitally. This is leading to increased utilization of “robo” advisor platforms. In addition, over time, certain sectors of the wealth management industry have become considerably more concentrated, as financial institutions involved in a broad range of financial services have been acquired by or merged into other firms. This consolidation could result in our competitors gaining greater resources, and we may experience pressures on our pricing and market share as a result of these factors and as some of our competitors seek to increase market share by reducing prices. In addition, our Wealth Management business seeks to differentiate itself on the basis of offering tax-focused investing advice and solutions. There is no guarantee that this differentiation will be meaningful to our clients and potential clients, or that another competitor will not adopt a similar strategy more effectively. In either case, our ability to compete effectively in the wealth management industry could be damaged.
Our Tax Preparation business also operates in a very competitive marketplace. There are many competing software products and digital services. Intuit’s TurboTax and H&R Block’s DDIY products and services serve a significant percentage of the software and digital service market. These competitors may have greater financial, technological, and marketing resources, broader infrastructure and distribution networks, greater brand recognition, and broader product and service offerings than us. Our Tax Preparation business must also compete with alternate methods of tax preparation, such as storefront tax preparation services, which include both local tax preparers and large chains such as H&R Block, Liberty Tax and Jackson Hewitt. We may also compete against new market entrants who could take a portion of our market share. As DDIY tax preparation continues to be characterized by intense competition, including heavy marketing expenditures, price-based competition, and new entrants, maintaining and growing market share becomes more challenging unless brand relevance, customer experience, and feature/functionality provide meaningful incremental value. If we cannot continue to offer software and services that have quality and ease-of-use that are compelling to consumers, market the software and services in a cost-effective manner, offer ancillary services that are attractive to users, and develop the software and services at a low enough cost to be able to offer them at a competitive price point, it could result in a Material Adverse Effect.
The IRS’s errors in disbursing the EIP2 payments and its subsequent disparate treatment of our Tax Preparation business in connection with the EIP2 payments as compared to certain competitors may also negatively impact our relationships with our customers or our reputation, which may adversely impact our ability to attract or retain Tax Preparation customers. As acknowledged by the IRS, in January 2021, the IRS directed millions of EIP2 payments, including EIP2 payments payable to our customers, to incorrect bank accounts associated with tax preparation software providers. As instructed by the IRS, our bank partner returned the funds to the IRS immediately. Days after the return of funds by many financial institutions, the IRS permitted the financial institutions that had not yet returned the money to the IRS to re-distribute the funds to taxpayers if they were in possession of the accurate banking information. Because their financial partners had not complied with the IRS direction to return funds, certain TaxAct competitors were able to begin distributing stimulus payments to their customers. The negative consumer sentiment arising from the above-described IRS actions may lead some TaxAct customers to move to other tax software providers, and we are unable to estimate the potential impact on our business at this time. Should similar IRS errors and/or similar disparate treatment occur in connection with EIP3 payments, it could have an adverse impact on our Tax Preparation business.
Our Tax Preparation business also faces potential competition from the public sector, where we face the risk of federal and state taxing authorities developing software or other systems to facilitate tax return preparation and electronic filing at no charge to taxpayers, which could reduce the need for TaxAct’s software and services. These or similar programs may be introduced or expanded in the future, which may cause us to lose customers and revenue. The Free File Program is currently the sole means by which the IRS offers tax software to taxpayers. The Free File Program is a partnership between the IRS and the Free File Alliance, a group of private sector tax preparation companies of which we are a member that has agreed to offer free electronic tax filing services to taxpayers meeting certain income-based guidelines. The Free File Program’s continuation depends on a number of factors, including increasing public awareness of and access to the free program, as well as continued government support. The IRS’s current agreement with the Free File Alliance is scheduled to expire in October 2021, although it could be amended or terminated before that date. Recently, we and certain of our competitors have become the subject of legal proceedings and/or regulatory inquiries relating to the provision and marketing of the products that they offer
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under the Free File Program. These proceedings and/or the negative publicity associated with these proceedings may decrease the government’s or industry members’ support of the Free File Program, and increase the likelihood that such program is terminated. If the IRS enters the software development and return preparation space, whether as a result of the Free File Program not being renewed upon expiration of the agreement, the Free File Program being amended or terminated, or for another reason, then the federal government would be a publicly funded direct competitor of us and the U.S. tax services industry as a whole.
In addition, from time to time, U.S. federal and state governments have considered various proposals, including mandating that we and our competitors refer qualifying customers to the Free File Program and governmental taxing authorities utilizing taxpayer information provided by employers, financial institutions, and other payers to “pre-populate,” prepare and calculate tax returns and distribute them to taxpayers. Under this “pre-populate” approach, the taxpayer could then review and contest the return or sign and return it, reducing the need for third-party tax return preparation services and the demand for our services and products, which could result in a Material Adverse Effect. We believe that governmental encroachment at both the U.S. federal and state levels in which we operate could present a continued competitive threat to our Tax Preparation business for the foreseeable future.
Deficiencies in service or performance of the financial or software products we offer, competitive pressures on pricing of such services or products, or other market declines may cause our Wealth Management and Tax Preparation businesses to decline.
Customer service and performance are important factors in the success of our Wealth Management business, while customer service, ease-of-use, and product performance and accuracy are important factors in the success of our Tax Preparation business. Strong customer service and product performance help increase customer retention and generate sales of products and services. In contrast, poor service or poor performance of our financial or software products could impair our revenues and earnings, as well as our prospects for growth. In our Wealth Management business, clients can terminate their relationships with us or our financial professionals at will, and in our Tax Preparation business, deficiencies in our service or product performance could lead customers to choose a competitor’s product or services. There can be no assurance as to how future performance of financial or software products will compare to that of our competitors, and, in the context of financial investment products, historical performance is not indicative of future returns. Particularly, for the Wealth Management business, a decline or perceived decline in performance, on an absolute or relative basis, could cause a decline in sales of mutual funds and other investment products, an increase in redemptions and the termination of asset management relationships. Such actions may reduce our aggregate amount of advisory assets and reduce management fees. Poor performance could also adversely affect our ability to expand the distribution of our products through independent financial professionals.
In addition, the emergence of new financial or software products or services from others, or competitive pressures on pricing of such services or products, may result in the (i) loss of clients or accounts in our Wealth Management business and (ii) loss of customers in our Tax Preparation business. We must also monitor the pricing of our services and financial and software products in relation to competitors and periodically may need to adjust costs and fee structures to remain competitive.
For the Wealth Management business, competition from other financial services firms, such as reduced commissions to attract clients or trading volume, direct-to-investor online financial services, or higher deposit interest rates to attract customer cash balances, or increased recruiting bonuses to attract financial professionals, could adversely impact our business. Clients of our Wealth Management business could also reduce the aggregate amount of their assets managed by us or shift their funds to other types of accounts with different rate structures for any number of reasons, including performance, changes in prevailing interest rates, changes in investment preferences, changes in our (or our financial professionals’) reputation in the marketplace, changes in customer management or ownership, loss of key investment management personnel and financial market performance. Our clients (or clients of our financial professionals) can withdraw the assets we manage on short notice, making our future customer and revenue base unpredictable. A reduction in assets and the resulting decrease in revenues and earnings could have a Material Adverse Effect. Moreover, investors in the mutual funds and some other pooled investment vehicles that we advise may redeem their investments in those funds at any time without prior notice, and investors in other types of pooled vehicles we advise may typically redeem their investments with fairly limited or no prior notice, thereby reducing our advisory assets. These investors may redeem their investments for any number of reasons, including general financial market conditions, the absolute or relative performance we have achieved, or their own financial condition and requirements. In a declining stock market, the pace of redemptions could accelerate. Poor performance relative to other funds tends to result in decreased purchases and increased
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redemptions of fund shares. In a declining stock market, the pace of redemptions could accelerate, resulting in a decline in our advisory assets, which could negatively impact our fee revenues and result in a Material Adverse Effect.
For the Tax Preparation business, competition from other tax preparation service providers, such a free or reduced fee products to attract customers, could adversely affect our business. Customers of our Tax Preparation business could also select another tax preparation service or software for any number of reasons, including other competitors offering additional rewards and/or bundled or unbundled products and services that we do not currently offer, providing services or software that may provide higher levels of interaction or service, be easier to use, faster, or lower cost. A reduction in the number of customers and the resulting decrease in revenues and earnings could have a Material Adverse Effect.
Our business depends on fees generated from the distribution of financial products and fees earned from management of advisory accounts, and changes in market values or in the fee structure of such products or accounts could adversely affect our revenues, business, and financial condition.
A large portion of our revenues are derived from fees generated from the distribution of financial products, such as mutual funds and variable annuities. Changes in the structure or amount of the fees paid by the sponsors of these products could directly affect our revenues, business, and financial condition. In addition, if these products experience losses or increased investor redemptions, we may receive lower fee revenue from the investment management and distribution services we provide on behalf of the mutual funds and annuities. Should issuers of these products leave the market or discontinue offering or paying trail compensation on some or all of their products, our revenues could be negatively impacted. The investment management fees we are paid may also decline over time due to factors such as increased competition, renegotiation of contracts and the introduction of new, lower-priced investment products and services. Changes in market values or in the fee structure of asset management accounts could adversely affect our revenues, business, and financial condition.
Asset management fees often are primarily comprised of base management and incentive fees, and investment advisers generally are experiencing advisory fee compression due to intense competition. Management fees are primarily based on advisory assets, which are impacted by net inflow/outflow of customer assets and market values. Below-market performance by our funds and portfolio managers could result in a loss of managed accounts and could result in reputational damage that might make it more difficult to attract new customers and thus further impact our business and financial condition. If we were to experience the loss of managed accounts, our fee revenue would decline. In addition, as the total amount of our advisory assets increases as a percentage of our total client assets, our results of operations may become substantially more dependent on revenue generated from management fees. In periods of declining market values, our advisory assets may also decline, which would negatively impact our fee revenues. In addition, this risk would become further exacerbated the more dependent our business becomes on revenues from management fees, and our ability to effectively offset declining management fee revenue through commission-based revenues may be limited. Any of the foregoing could result in a Material Adverse Effect.
If we are unable to attract and retain productive financial professionals, including our in-house financial professionals and our independent contractor financial professionals, our financial results will be negatively impacted.
Our Wealth Management business derives a large portion of its revenues from commissions and fees generated by its financial professionals, including our in-house financial professionals. Our ability to attract and retain productive independent contractor and in-house financial professionals has contributed significantly to our growth and success. If we fail to attract new financial professionals or to retain and motivate our financial professionals, our business may suffer.
The market for productive financial professionals is highly competitive, and we devote significant resources to attracting and retaining the most qualified financial professionals. In attracting and retaining financial professionals, we compete directly with a variety of financial institutions such as wirehouses, regional broker-dealers, banks, insurance companies, and other independent broker-dealers. Financial industry competitors are increasingly offering guaranteed contracts, upfront payments, and greater compensation to attract successful financial professionals. These can be important factors in a current financial professional’s decision to leave us as well as in a prospective financial professional’s decision to join us, and we may not be able to offer competing packages to successfully recruit financial professionals. We also have experienced and may continue to experience difficulty retaining financial professionals following a material acquisition or as a result of pricing or product changes. We also
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have entered, and may in the future enter, into agreements with Avantax Wealth Management financial professionals whereby we acquire their financial services business and, following the consummation of the transaction, we serve their clients through our in-house financial professionals. We might not be successful in consummating these transactions; we may not realize the anticipated benefits from the transactions that we do consummate; and we could lose clients who may be unhappy with these acquisitions following their completion. If any of our in-house financial professionals leave us, clients that worked with such in-house financial professionals may be unhappy and terminate their relationships with us. In addition, our Wealth Management business has recently gone through a series of rebranding initiatives. Our financial professionals may be unhappy with the new branding or with various aspects of the rebranding process and may decide to leave us. There can be no assurance that we will be successful in our efforts to attract and retain the financial professionals needed to achieve our growth objectives.
Moreover, the costs associated with successfully attracting and retaining financial professionals could be significant, and there is no assurance that we will generate sufficient revenues from those financial professionals’ business to offset such costs. Designing and implementing new or modified compensation arrangements and equity structures to successfully attract and retain financial professionals is complicated. Changes to these arrangements could themselves cause instability within our existing investment teams and negatively impact our financial results and ability to grow. In addition, our compensation arrangements with our financial professionals are primarily based on client transaction and/or client asset levels, which we believe incentivizes appropriate financial professional performance and assists in attracting and retaining successful financial professionals. Our cost of revenue (which includes commissions and advisory fees paid to financial professionals) may fluctuate from quarter-to-quarter depending on the amount of commissions we are required to pay to our financial professionals, and if the amounts we are required to pay are different than our expectations, our operating results may be adversely impacted.
We have in the past issued and may in the future issue shares of common stock or other securities convertible into or exchangeable for shares of common stock to our financial professionals in order to attract and retain such individuals. In connection with the 1st Global Acquisition, we issued a substantial number of equity awards to our financial professionals and may do so for any future acquisitions. The issuance of additional shares of our common stock upon vesting or conversion of these awards may substantially dilute the ownership interests of our existing stockholders and reduce the number of shares of common stock available for issuance under our equity incentive plans.
In addition, the wealth management industry in general is experiencing a decline in the number of younger financial professionals entering the industry. We are not immune to that industry trend. If we are unable to replace financial professionals as they retire, or to assist retiring financial professionals with transitioning their practices to existing financial professionals, we could experience a decline in revenue and earnings.
In addition, as some of our financial professionals grow their advisory assets, they may decide to disassociate from us to establish their own RIAs and take customers and associated assets into those businesses. We seek to deter financial professionals from taking this route by continuously evaluating our technology, product offerings, and service, as well as our financial professional compensation, fees, and pay-out policies, to ensure that we are competitive in the market and attractive to successful financial professionals. We may not be successful in dissuading such financial professionals from forming their own RIAs, which could cause a material volume of customer assets to leave our platform, which would reduce our revenues and could cause a Material Adverse Effect. We also have entered, and may in the future enter, into agreements with Avantax Wealth Management financial professionals to induce them to join our Avantax Planning Partners’ in-house team of financial professionals. We might not be successful in consummating these transactions, and we may not realize the anticipated benefits from the transactions that we do consummate.
Changes in economic, political and other factors could have a Material Adverse Effect on our business.
Our Wealth Management business operates in the United States with broad exposure to the global financial markets, and our Tax Preparation business offers tax filing services in the federal jurisdiction of the United States and various state jurisdictions. Accordingly, we are affected by United States and global economic and political conditions that directly and indirectly impact a number of factors in the domestic and global financial markets and economies, which may be detrimental to our operating results. In addition, as a result of the SimpleTax sale in September 2019, all of our revenue is now earned within the United States, and therefore, economic conditions in the United States have an even greater impact on us than companies with an international presence.
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Domestic and international factors that could affect our business include, but are not limited to, trading levels, investing, origination activity in the securities markets, security and underlying asset valuations, the absolute and relative level and volatility of interest and currency rates, real estate values, the actual and perceived quality of issuers and borrowers, the supply of and demand for loans and deposits, United States and foreign government fiscal and tax policies, United States and foreign government ability, real or perceived, to avoid defaulting on government securities, inflation, decline and stress or recession in the United States and global economies generally, terrorism and armed conflicts, the impact of the United Kingdom’s exit from the European Union, and natural disasters such as weather catastrophes and widespread health emergencies, such as the COVID-19 pandemic. Furthermore, changes in consumer economic variables, such as the number and size of personal bankruptcy filings, the rate of unemployment, decreases in property values, certain life events, and the level of consumer confidence and consumer debt, may substantially affect consumer loan levels and credit quality.
In addition, the COVID-19 pandemic has had a material negative impact on the U.S. and global economy as a whole, especially during the first quarter of 2020, and has caused substantial disruption in the U.S. and global securities and debt markets. While the United States and global financial markets experienced increased stability in the second, third and fourth quarters of 2020, uncertainty and potential volatility remain. A period of sustained downturns and/or volatility in the securities markets, changes in interest rates by the Federal Reserve, a return to increased credit market dislocations, reductions in the value of real estate, and other negative market factors could have a Material Adverse Effect on our business. We could experience a decline in commission revenue from lower trading volumes, a decline in fees from reduced portfolio values of securities managed on behalf of our customers, a reduction in revenue from capital markets and advisory transactions due to reduced activity, increased credit provisions and charge-offs, losses sustained from our customers’ and market participants’ failure to fulfill their settlement obligations, reduced net interest earnings, and other losses. Periods of reduced revenue and other losses could be accompanied by periods of reduced profitability because certain of our expenses, including, but not limited to, our interest expense on debt, rent, facilities and salary expenses are fixed and, our ability to reduce them over short time periods is limited.
Other more specific trends may also affect our financial condition and results of operations, including, for example, changes in the mix of products preferred by investors that may cause increases or decreases in our fee revenues associated with such products, depending on whether investors gravitate towards or away from such products. The timing of such trends, if any, and their potential impact on our financial condition and results of operations are beyond our control.
Challenging economic times and changes to the Federal or various states’ tax code (personal and/or corporate) could cause potential new customers not to purchase or to delay purchasing of our products and services, and could cause our existing customers to discontinue purchasing or delay upgrades of our existing products and services, thereby negatively impacting our revenues and future financial results. Poor economic conditions and high unemployment have caused, and could in the future cause, a significant decrease in the number of tax returns filed, which may have a significant effect on the number of tax returns we prepare and file. In addition, weakness in the end-user consumer and small business markets could negatively affect the cash flow of our distributors and resellers who could, in turn, delay paying their obligations to us, which could increase our credit risk exposure and cause delays in our recognition of revenue or future sales to these customers. The issuance of additional Economic Impact Payments via the IRS could disrupt the tax season and cause customer confusion, which could have an impact on our financial results. Any of these events could have a Material Adverse Effect. See “We may be negatively impacted by any future changes in tax laws” for a discussion of additional risks related to changes in the tax code.
Each of these factors could impact customer activity in all of our businesses and have a Material Adverse Effect. In addition, these factors may have an impact on our ability to achieve our strategic objectives and to grow our business.
If we are unable to develop, manage, and maintain critical third-party business relationships for our Tax Preparation and Wealth Management businesses, it could result in a Material Adverse Effect.
Our Tax Preparation and Wealth Management businesses are dependent on the strength of our business relationships and our ability to continue to develop, maintain, and leverage new and existing relationships. We rely on various third-party partners, including software and service providers, suppliers, vendors, distributors, contractors, financial institutions, and licensing partners, among others, in many areas of these businesses to deliver our services and products. In certain instances, the products or services provided through these third-party relationships may be difficult to replace or substitute, depending on the level of integration of the third party’s
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products or services into, or with, our offerings and/or the general availability of such third party’s products and services. In addition, there may be few or no alternative third-party providers or vendors in the market. The failure of third parties to provide acceptable and high-quality products, services, and technologies or to update their products, services, and technologies may result in a disruption to our business operations, which may materially reduce our revenues and profits, cause us to lose customers, and damage our reputation. Alternative arrangements and services may not be available to us on commercially reasonable terms or we may experience business interruptions upon a transition to an alternative partner.
Our Wealth Management business does not offer any proprietary financial products. Instead, it provides wealth, investment and insurance products through distribution agreements with third-party financial institutions, including banks, mutual funds, and insurance companies. These products are sold by our financial professionals, most of which are independent contractors. Maintaining and deepening relationships with these unaffiliated distributors and financial professionals is an important part of our growth strategy because strong third-party distribution arrangements enhance our ability to market our products and increase our advisory assets, revenues, and profitability. There can be no assurance that the distribution and financial professional relationships we have established will continue, or that they will continue under existing or favorable terms. Our distribution partners and financial professionals may cease to operate, consolidate, institute cost-cutting efforts, discontinue product sales or compensation streams, or otherwise terminate their relationship with us. Any such reduction in access to third-party distributors and financial professionals may have a Material Adverse Effect on our ability to market our products and to generate revenue in our Wealth Management segment. In addition, there are risks associated with our third-party clearing and custody firm that we rely on to provide clearing and custody services for our Wealth Management business.
Access to investment and insurance product distribution channels is subject to intense competition due to the large number of competitors and products in the broker-dealer, investment advisory and insurance industries. Relationships with distributors are subject to periodic negotiation that may result in increased distribution costs and/or reductions in the amount of revenue we realize based on sales of particular products or customer assets. In addition, regulatory changes may negatively impact our revenues and profits related to particular products or services. Any increase in the costs to distribute our products or reduction in the type or amount of products made available for sale, or revenue associated with those products, could have a Material Adverse Effect.
The products and services offered by our Wealth Management and Tax Preparation businesses are reliant on products, tools, platforms, systems and services provided by key vendors and partners, including in the case of our Wealth Management business, third-party CPA firms and financial professionals. If these third-party products, tools, platforms, systems and services do not operate as anticipated, our ability to conduct and grow our operations and execute our business strategy could be materially harmed and we could incur harm to our business and reputation, as well as potentially significant costs to improve or replace such products and services.
Our business is reliant upon various providers of financial, accounting, technology, marketing, and business products, tools, platforms, systems and services that we use to conduct operations relating to our Wealth Management and Tax Preparation businesses. In our Wealth Management business, these key relationships include, among others, our network of financial professionals and CPA partner firms, the provider of our clearing platform, and the provider our investment advisory platform, each of which we rely on to conduct many business activities and transactions with clients, financial professionals, vendors and other third parties.
The products, tools, platforms, systems and services provided by key vendors and partners have required, and may continue to require, significant operational, technological, and logistical efforts from our financial professionals, employees and contractors in order to effectively implement and integrate into our operations. We expect to continue to acclimate our current and future employees, financial professionals and clients to these third party’s technology, product offerings, processes, procedures, workflows and capabilities from time to time. The technology, service and product offerings of other key vendors and partners may not be accepted by key stakeholders, customers or clients at the levels we anticipate, and may not provide the level of benefits that we expect even if accepted.
If a significant number of our key stakeholders, including financial professionals, customers, or clients, are or become dissatisfied by the different products, tools, platforms, systems and services, including related technology, processes, policies and products, that our key vendors and partners offer and they leave, use a competitor’s product or services, or seek contractual terms with us that are less favorable to our business, it could have a Material Adverse Effect.
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If our goodwill or other intangible assets become impaired, we have been, and in the future may be, required to record a significant impairment charge, which could result in a Material Adverse Effect.
We are required to test goodwill and other intangible assets for impairment at least annually or more frequently if there are indicators that the carrying amount of our goodwill and other intangible assets, which consist primarily of our financial professional, customer, and sponsor relationships, our technology and our trade names, exceed their fair value. For these impairment tests, we use various valuation methods to estimate the fair value of our goodwill and intangible assets. If the fair value of an asset is less than its carrying value, we would recognize an impairment charge for the difference. As of December 31, 2020, we had $454.8 million of goodwill and $322.2 million of other intangible assets on our consolidated balance sheet. For the year ended December 31, 2020, in connection with the Wealth Management reporting unit, we recorded a non-cash impairment charge of $270.6 million, as discussed further in “Item 8. Financial Statements and Supplementary Data—Note 5.”
It is possible that we could have additional impairment charges for goodwill or other intangible assets in future periods if, among other things, (i) overall economic conditions in current or future years decline, (ii) business conditions or our strategies for a specific business unit or our trade names change from our current strategies or assumptions, (iii) we suffer from an event that impacts our reputation or brand, or (iv) we experience significant unfavorable changes in our forecasted revenue, expenses, cash flows, weighted average cost of capital, and/or market valuation multiples. If we divest or discontinue businesses or products that we previously acquired or if the value of those parts of our business become impaired, we also may need to evaluate the carrying value of our goodwill. Any such charges could negatively impact our operating results and could cause a Material Adverse Effect.
We have had recent senior leadership transitions, and if we are not effective in managing those transitions, our business could be adversely impacted and we could experience a Material Adverse Effect.
We have had recent senior leadership transitions and have replaced some of our executive officers and senior leadership team. While many of our executive officers have relevant industry experience, many are new to our Company. Changes in senior management are inherently disruptive and can be difficult to manage, and efforts to implement any new strategic or operating goals may not succeed in the absence of a long-term management team. Periods of transition in senior management are often difficult due to cultural differences that may result from changes in strategy and style and the time required for new executives to gain detailed operational knowledge. These changes could also cause concerns to regulatory bodies, ratings agencies and third parties with whom we do business, and may increase the likelihood of turnover of our employees and, in the case of our Wealth Management business, turnover of financial professionals. Additionally, senior leadership transitions have resulted, and in the future may result, in significant transition costs. If we are not effective in managing these leadership and employee transitions, our business could be adversely impacted, and we could experience a Material Adverse Effect.
If we are unable to hire, retain, and motivate highly qualified employees, including our key employees, we may not be able to successfully manage our businesses.
Our business and operations are substantially dependent on the performance of our key employees and our future success depends on our ability to identify, attract, hire, retain, and motivate highly skilled management, technical, sales and marketing, and corporate development personnel, including personnel with experience and expertise in the wealth management, tax preparation, and technology industries. Qualified personnel with experience relevant to our businesses are scarce, and competition to recruit them is intense. Changes of management or key employees may disrupt operations, and if we lose the services of one or more key employees, including potential losses of key employees due to COVID-19 disruptions, illness, or death and are unable to recruit and retain a suitable successor with relevant experience or if we fail to successfully hire, retain and manage a sufficient number of highly qualified employees, we may have difficulties in timely managing, supporting or expanding our businesses which could cause a Material Adverse Effect. Realignments of resources, reductions in workforce, or other operational decisions have created and could continue to create an unstable work environment and may have a negative effect on our ability to hire, retain, and motivate employees. There can be no assurance that any retention program we initiate will be successful at retaining employees, including key employees.
We use stock options, restricted stock units, and other equity-based awards, along with cash-based bonus programs, to recruit and retain senior-level employees and financial professionals. With respect to those employees or financial professionals to whom we issue such equity-based awards, we face a significant challenge in retaining them if the value of equity-based awards in the aggregate or individually is either not deemed by the employee or financial professional to be substantial enough or deemed so substantial that the employee or financial professional
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leaves after their equity-based awards vest. If the value of equity-based awards granted to our key employees declines, we may be unsuccessful in retaining our key employees and financial professionals. We may undertake or seek stockholder approval to undertake other equity-based programs to retain key personnel, which may be viewed as dilutive to our existing stockholders or may increase our compensation costs. There can be no assurance that any such programs, if approved by our stockholders, or any other incentive programs, would be successful in motivating and retaining our employees.
Future growth of our business and revenue growth depends upon our ability to adapt to technological change and successfully introduce new and enhanced products and services.
The tax preparation and wealth management industries are characterized by rapidly changing technology, evolving industry and security standards, and frequent new product introductions. Our competitors in these industries offer new and enhanced products and services every year. Consequently, customer expectations are constantly changing. We must successfully innovate and develop or offer new products and features to meet evolving customer needs and demands, while continually updating our technology infrastructure. We must devote significant resources to developing our skills, tools, and capabilities in order to capitalize on existing and emerging technologies. Our inability to quickly and effectively innovate our products, services, and infrastructure could result in a Material Adverse Effect.
We offer our digital tax preparation products and services through our website and through our mobile applications. If our customers do not deem our website or our mobile applications user friendly or if they deem our competitors’ websites or mobile applications more user friendly or better than ours, our market share could decline, which could have a Material Adverse Effect. In addition, we regularly make upgrades to the technology we use for our tax preparation products, and these upgrades are expected to provide a better user experience and help us to keep existing customers or attract new customers. If our mobile applications or the other upgrades we make to the technology we use in our Tax Preparation business are not successful, it could result in wasted development costs or damage to our brands and market share, any of which could have a Material Adverse Effect. We may also encounter problems in connection with our mobile application, and we may need to devote significant resources to the creation, support, and maintenance of new user experiences.
Our operating systems and network infrastructure, including our website, transaction management software, data center systems, or the systems of third-party co-location facilities and cloud service providers, could fail, become unavailable or otherwise be inadequate, are subject to significant and constantly evolving cybersecurity and other technological risks, and the security measures that we have implemented to secure confidential and personal information may be breached. A potential breach or any unavailability, inadequacy or failure of our operating systems and network infrastructure may pose risks to the uninterrupted operation of our systems, expose us to mitigation costs, litigation, investigation, fines and penalties by authorities, claims by third parties (including persons whose information was disclosed), damage to our reputation, and/or result in a material loss of revenues and current or potential customers and have a Material Adverse Effect.
Our Tax Preparation and Wealth Management businesses collect, use, and retain large amounts of confidential personal and financial information from their customers. Maintaining the integrity of our systems and networks is critical to the success of our business operations, including the retention of our customers and financial professionals, and to the protection of our proprietary information and our customers’ personal information. A major breach or failure of our systems or those of our third-party service providers or partners may have materially negative consequences for our businesses, including possible fines, penalties and damages, reduced demand for our services, harm to our reputation and brands, further regulation and oversight by federal or state agencies, and loss of our ability to provide financial transaction services or accept and process customer credit card orders or tax returns.
We may detect, or we may receive notices from customers, service providers or public or private agencies that they have detected, vulnerabilities or current or potential failures in our operating systems, network infrastructure, or our software. The existence of vulnerabilities, even if they do not result in a security breach or system failure, may harm customer confidence and require substantial resources to address, and we may not be able to discover or remediate such vulnerabilities, breaches, or failures. Additionally, any system interruptions that result in the unavailability or unreliability of our websites, transaction processing systems, or network infrastructure could materially reduce our revenue and impair our ability to properly process transactions. Any system unavailability or unreliability may cause unanticipated system disruptions, slower response times, degradation in customer satisfaction, additional expense, or delays in reporting accurate financial information.
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In addition, hackers may develop and deploy viruses, worms, and other malicious software programs that can be used to attack our or our third-party service providers’ operating systems and network infrastructure. Although we utilize network and application security measures, internal controls, and physical security procedures to safeguard our systems, there can be no assurance that a security breach, intrusion, or loss or theft of personal information will not occur. Any such incident could cause a Material Adverse Effect and require us to expend significant resources to address these problems, including notification under data privacy regulations. In addition, our employees (including temporary and seasonal employees) and contractors may have access to sensitive and personal information of our customers and employees. While we conduct background checks on our employees and contractors and limit access to systems and data, it is possible that one or more of these individuals may circumvent these controls, resulting in a security breach. It is also possible that unauthorized access to or disclosure of customer data may occur due to inadequate use of security controls by our customers. Unauthorized persons could gain access to customer accounts if customers do not maintain effective access controls of their systems and software.
While we maintain cyber liability insurance that provides both third-party liability and first-party liability coverages, this insurance is subject to exclusions and may not be sufficient to protect us against all losses. In addition, the trend toward broad consumer and general public notification of such incidents could exacerbate the harm to our business, financial condition, or results of operations. Even if we successfully protect our technology infrastructure and the confidentiality of sensitive data, we may incur significant expenses in connection with our responses to any such attacks as well as the adoption, implementation, and maintenance of appropriate security measures. We could also suffer harm to our business and reputation if attempted security breaches are publicized. We cannot be certain that advances in criminal capabilities, discovery of new vulnerabilities, attempts to exploit vulnerabilities in our systems, data thefts, physical system or network break-ins, inappropriate access, or other developments will not compromise or breach the technology or other security measures protecting the networks and systems used in connection with our businesses.
We rely on third-party vendors to host and store certain of our sensitive and personal information and data through co-location facilities and cloud services. We may not have the ability to effectively monitor or oversee the implementation of the security and control measures utilized by our third-party partners, and, in any event, individuals or third parties may be able to circumvent and/or exploit vulnerabilities that may exist in these security and business controls, resulting in a loss of sensitive and personal customer or employee information and data. Additionally, our systems, operations, data centers and cloud services, and those of our third-party service providers and partners, could be susceptible to damage or disruption, including in cases of fire, flood, earthquakes, other natural disasters, power loss, telecommunications failure, internet breakdown, break-in, human error, software bugs, hardware failures, malicious attacks, computer viruses, computer denial of service attacks, terrorist attacks, or other events beyond our control. Such damage or disruption may affect internal and external systems that we rely upon to provide our services, take and fulfill customer orders, handle customer service requests, and host other products and services.
During the period in which any of our services or products are unavailable, we could be unable or severely limited in our ability to generate revenues, and we may also be exposed to liability from those third parties to whom we provide such services or products. We could face significant losses as a result of these events, and our business interruption insurance may not be adequate to compensate us for all potential losses, which could result in a Material Adverse Effect. Our Tax Preparation and Wealth Management businesses have business continuity plans that include secondary disaster recovery centers, but if their primary data centers fail and those disaster recovery centers do not fully restore the failed environments, our business could suffer. In particular, if such interruption occurs during the tax season, it could have a Material Adverse Effect on our Tax Preparation business.
If our Tax Preparation business fails to process transactions effectively or fails to adequately protect against disputed or potential fraudulent activities, it could have a Material Adverse Effect, and stolen identity refund fraud could result in negative publicity and/or impede our Tax Preparation customers’ ability to timely and successfully file their tax returns and receive their tax refunds.
Our Tax Preparation business processes a significant volume and dollar value of transactions on a daily basis, particularly during tax season. Due to the size and volume of transactions that we handle, effective processing systems and controls are essential to ensure that transactions are handled appropriately. Despite our efforts, it is possible that we may make errors or that fraudulent activity may affect our services. In addition to any direct damages and fines that may result from any such problems, which may be substantial, a loss of confidence in our controls may materially harm our business and damage our brand. The systems supporting our Tax Preparation business are comprised of multiple technology platforms, some of which are difficult to scale. If we are unable to
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effectively manage our systems and processes, we may be unable to process customer data in an accurate, reliable, and timely manner, which could result in a Material Adverse Effect.
Additionally, criminals may utilize stolen information obtained through hacking, phishing, and other means of identity theft in order to electronically file fraudulent federal and state tax returns. As a result, impacted taxpayers must complete additional forms and go through additional steps in order to report to appropriate authorities that their identities have been stolen and their tax returns were filed fraudulently. Though we offer assistance in the refund recovery process, any stolen identity refund fraud could impede our Tax Preparation customers’ ability to timely and successfully file their tax returns and receive their tax refunds, and could diminish customers’ perceptions of the security and reliability of our tax preparation products and services, resulting in negative publicity, despite there having been no breach in the security of our systems. Moreover, if stolen identity refund fraud is perpetrated at a material level through our tax preparation products or services, state, federal, or foreign tax authorities may refuse to allow us to continue to process our customers’ tax returns electronically. Notably, federal, state, and foreign governmental authorities in jurisdictions in which we operate have taken action, and may take action in the future, in an attempt to combat stolen identity refund fraud, which may require changes to our systems and business practices in ways we cannot anticipate. As a result, stolen identity fraud, or any increased governmental regulation relating to our systems and business practices to attempt to combat that fraud, could result in a Material Adverse Effect on our Tax Preparation business.
The specialized and highly seasonal nature of our Tax Preparation business presents financial risks and operational challenges, which, if not satisfactorily addressed, could result in a Material Adverse Effect.
Our Tax Preparation business is highly seasonal, with a significant portion of our annual revenue for such services typically earned in the first four months of our fiscal year. The concentration of our revenue-generating activity during this relatively short period presents a number of challenges for us, including cash and resource management during the last eight months of our fiscal year, when our Tax Preparation business generally operates at a loss and incurs fixed costs of preparing for the upcoming tax season, responding to changes in competitive conditions, including marketing, pricing, and new product offerings, which could affect our position during the tax season, and ensuring optimal uninterrupted operations and service delivery during the tax season. If we experience significant business disruptions during the tax season or if we are unable to satisfactorily address the challenges described above and related challenges associated with a seasonal business, it could result in a Material Adverse Effect.
Additionally, due to this seasonality of our Tax Preparation business, a precise development and release schedule is required, and our tax preparation software and online service must be ready to launch in final form near the beginning of each calendar year to take advantage of the full tax season. We must update the code for our software and service on schedule each year to account for annual changes in tax laws and regulations and ensure that the software and service are accurate. Delayed and unpredictable changes to federal and state tax laws and regulations can cause an already tight development cycle to become even more challenging. If we are unable to meet this precise schedule and we launch our software and service late, we risk losing customers to our competitors. If we cannot develop our software with a high degree of accuracy and quality, we risk errors in the tax returns that are generated. Any delays, issues with accuracy or quality, or other errors could result in loss of reputation, lower customer retention, or legal claims, fees, and payouts related to the warranty on our software and service, which could result in a Material Adverse Effect on our Tax Preparation business.
See “The current COVID-19 pandemic could have a Material Adverse Effect.” for additional information regarding the impact of COVID-19 on the seasonal nature of our Tax Preparation business.
The United States government’s inability to agree on a federal budget, and/or its decision to issue additional Economic Impact Payments, may adversely impact our operations and financial results.
In the past, the failure of the United States government to timely complete its budget process has resulted in shutdowns of the federal government. During these shutdowns, certain regulatory agencies, such as the IRS and the United States Department of the Treasury, have had to furlough critical employees and cease certain critical activities.
During a prolonged government shutdown, the ability of the IRS to timely review and process tax return filings may be significantly delayed, and representatives of the IRS may be unable to answer crucial taxpayer questions. Even after the shutdown has ended, the IRS may be significantly delayed in processing tax return filings as a result
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of accumulating a backlog of filings during the shutdown. These may be further exacerbated in years where there are significant changes to existing tax legislation.
The issuance of additional Economic Impact Payments via the IRS could disrupt the tax season and cause customer confusion or diversion.
Any uncertainty surrounding the ability of the IRS to process tax return filings and Economic Impact Payments and respond to taxpayer questions could cause our customers not to purchase or to delay purchasing our products and services, thereby negatively impacting our revenues and future financial results, which could result in a Material Adverse Effect on our Tax Preparation business.
If our enterprise risk management and compliance frameworks, including our policies and procedures, are not effective at mitigating risk and loss to us, we could be exposed to unidentified or unanticipated risks, suffer unexpected claims or losses, experience reputational harm, and/or cause a Material Adverse Effect.
Our enterprise risk management framework seeks to achieve an appropriate balance between risk and return, which is critical to optimizing stockholder value. We have established processes and procedures intended to identify, measure, monitor, report, analyze and control the types of risk to which we are subject. These risks include liquidity risk, credit risk, market risk, interest rate risk, operational risk, legal and compliance risk, and reputational risk, among others.
We also maintain a compliance program designed to identify, measure, assess, and report on adherence to applicable laws, policies and procedures to which we and our employees, contractors and financial professionals may be subject. While we seek to assess and improve our programs and policies on an ongoing basis, there can be no assurance that our risk management or compliance programs and policies, along with other related controls, will effectively limit claims or losses and mitigate all risk in our business. As with any risk management or compliance framework, there are inherent limitations to our risk management strategies and certain risks may exist, or develop in the future, that we have not appropriately anticipated or identified, particularly relating to conduct that is difficult to detect and deter. If these frameworks, including the internal controls and other risk-mitigating factors we employ, are not successful in identifying, monitoring and managing risks, we may be subject to the risks of errors and misconduct by our employees, contractors, financial professionals and other parties with whom we conduct business, such as fraud, non-compliance with policies, rules or regulations, recommending transactions that are not suitable, and improperly using or disclosing confidential information. We are further subject to the risk of nonperformance or inadequate performance of contractual obligations by third-party vendors of products and services that are used in our businesses. Management of operational, legal and regulatory risks requires, among other things, policies and procedures to record properly and verify a large number of transactions and events, and these policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk. Insurance and other traditional risk-shifting tools may be held by or available to us in order to manage certain exposures, but they are subject to terms such as deductibles, coinsurance, limits and policy exclusions, as well as the risk of counterparty denial of coverage, default or insolvency. If our risk management and compliance framework prove ineffective, we could suffer unexpected claims or losses, experience reputational harm, and/or cause a Material Adverse Effect.
In our Wealth Management business, prevention and detection of wrongdoing or fraud by our financial professionals, many of which are not our employees and tend to be located remotely from our headquarters, present unique challenges. There cannot be any assurance that misconduct by our financial professionals will not lead to a Material Adverse Effect on our business. RIAs have fiduciary obligations that require us and our financial professionals to act in the best interests of our customers and to disclose any material conflicts of interest. Conflicts of interest are under growing scrutiny by U.S. federal and state regulators. Our risk management processes include addressing potential conflicts of interest that arise in our business. Management of potential conflicts of interest has become increasingly complex. A perceived or actual failure to address conflicts of interest adequately could affect our reputation, the willingness of customers to transact business with us or give rise to litigation or regulatory actions, any of which could have a Material Adverse Effect.
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LEGAL AND REGULATORY RISKS
Our Wealth Management business is subject to extensive regulation, and failure to comply with these regulations or interpretations thereof could have a Material Adverse Effect.
Our Wealth Management business is subject to enhanced regulatory scrutiny and is heavily regulated by multiple agencies, including the SEC, FINRA, state securities and insurance regulators, and other regulatory authorities. Failure to comply with these regulators’ laws, rules, and regulations could result in the restriction of the ongoing conduct or growth, or even liquidation of, parts of our business and otherwise cause a Material Adverse Effect. In addition, regulators may adopt new laws, rules or regulations, or their interpretation of existing laws, rules or regulations may differ from our interpretation of the laws, rules or regulations that are applicable to our business. Regulators may undertake certain initiatives or reviews of our business and may also pursue enforcement actions against us based on their initiatives or their interpretation of the laws, rules or regulations that could require or prompt us to change our business practices, increase our costs, including resulting in significant fines, penalties and disgorgement, reduce our revenue, or cause reputational harm, any of which could cause a Material Adverse Effect.
The regulatory environment in which our Wealth Management business operates is continually evolving, and the level of financial regulation to which we are subject has generally increased in recent years. Regulators have adopted, proposed to adopt, and may in the future adopt regulations that could impact the manner in which we will market products and services in our Wealth Management business, manage our Wealth Management business operations, and interact with regulators. The new Biden administration may undertake a broad review of U.S. fiscal laws and regulations. If significant changes are enacted as a result of this review, such changes could negatively impact our Wealth Management business and cause a Material Adverse Effect.
On June 5, 2019, the SEC adopted Reg. BI, elevating the standard or care for broker-dealers from the current “suitability” requirement to a “best interest” standard when making a recommendation of any securities transaction to a retail customer. The “best interest” standard requires a broker-dealer to make recommendations without putting its financial interests ahead of the interests of a retail customer and imposes certain disclosure and policy and procedural obligations. The SEC also adopted Form CRS, which requires RIAs and broker-dealers to deliver to retail investors a succinct, plain English summary about the relationship and services provided by the firm and the required standard of conduct associated with the relationship and services. In connection with adopting Reg. BI, the SEC added new record-making and record-keeping rules.
The compliance date for Reg. BI and its related rules was June 30, 2020. On April 7, 2020, the SEC stated that for initial examinations of Reg. BI and Form CRS, the SEC would focus on assessing whether broker-dealers have made a good faith effort to implement policies and procedures reasonably designed to comply with Reg. BI and Form CRS. Subsequently, on December 21, 2020, the SEC stated that in January 2021, it will be expanding the scope of Reg. BI and Form CRS examinations to focus on the specific requirements of Reg. BI, including those that go beyond suitability standards and require broker-dealers to have a reasonable basis to believe that recommendations are in retail customers’ best interests, as well as whether broker-dealers have effectively implemented written policies and procedures addressing Reg. BI and Form CRS. Although we believe we have taken steps to comply with Reg. BI and Form CRS, we are continuing to implement policies and procedures reasonably designed to comply with Reg. BI and Form CRS. If the SEC does not believe we have sufficiently complied or if we fail to continue to comply with the requirements of Reg. BI and Form CRS, we could be subject to fines or regulatory actions that result in a Material Adverse Effect on our business or financial condition. Because our brokerage business comprises a significant portion of our business, our failure to successfully conform to these standards could negatively impact our results.
Reg. BI’s new standards of conduct and other requirements that heighten the duties of broker-dealers and financial professionals have resulted in, and may continue to cause, additional supervisory, compliance, and training costs and burdens, as well as management and financial professional distraction. The additional obligations of the rule could also impact the compensation our Wealth Management business and our financial professionals receive for selling certain types of products, particularly those that offer different compensation across different share classes (such as mutual funds and variable annuities), all of which could have a Material Adverse Effect on our business. In addition, Reg. BI prohibits a broker-dealer and its associated persons from using the term “adviser” or “advisor” if the associated person is not an investment advisor representative of an RIA. This prohibition has required us to change the titles of certain of our advisors to “financial professionals,” which could lead to confusion regarding the appropriate use of the term.
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Legislatures and securities regulators in certain states in which we do business have enacted (or have considered enacting) their own standard of conduct rules for broker-dealers, insurance agents, and investment advisers. The requirements and scope of these state rules are not uniform. Accordingly, we may have to adopt different policies and procedures in different states, which could create added compliance, supervision, training and sales costs for our Wealth Management business. Should more states enact similar legislation or regulations, it could result in material additional compliance costs and could have a Material Adverse Effect.
Avantax Wealth Management distributes its products and services through financial professionals who affiliate with us as independent contractors. There can be no assurance that legislative, judicial, or regulatory (including tax) authorities will not introduce proposals or assert interpretations of existing rules and regulations that would change, or at least challenge, the classification of certain of our financial professionals as independent contractors. Although we believe we have properly classified certain of our financial professionals as independent contractors, the IRS or other U.S. federal or state authorities or similar authorities may determine that we have misclassified certain of our financial professionals as independent contractors for employment tax or other purposes and, as a result, seek additional taxes from us or attempt to impose fines and penalties, which could have a Material Adverse Effect on our business model, financial condition, and results of operations.
In addition, the SEC and FINRA have extensive rules and regulations with respect to capital requirements. As a registered broker-dealer, our Wealth Management business is subject to Rule 15c3-1 (the “Net Capital Rule”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and related requirements of self-regulatory organizations, which specify minimum capital requirements that are intended to ensure the general soundness and liquidity of broker-dealers. As a result of the Net Capital Rule, our ability to withdraw capital from our subsidiaries that comprise our Wealth Management business could be restricted, which in turn could limit our ability to repay debt, redeem or purchase shares of our outstanding stock, or pay dividends, which could have a Material Adverse Effect. A large operating loss or charge against net capital could adversely affect our ability to expand or even maintain our present levels of business.
Our Wealth Management business offers products sponsored by third parties, including, but not limited to, mutual funds, insurance, annuities, and alternative investments. These products are subject to complex laws, rules and regulations that change frequently. Although we have controls in place to facilitate compliance with such laws, rules and regulations, there can be no assurance that our interpretation of the regulations will be consistent with various regulators’ interpretations, that our procedures will be viewed as adequate by regulatory examiners, or that the operating subsidiaries will be deemed to be in compliance with regulatory requirements in all material respects. If products sold by our Wealth Management business do not perform as anticipated due to market factors or otherwise, or if product sponsors become insolvent or are otherwise unable to meet their obligations, this could result in material litigation and regulatory action against us. In addition, we could face liabilities for actual or alleged breaches of legal duties to customers with respect to the suitability of the financial products we make available in our open architecture product platform or the investment advice of our financial professionals.
In addition, the risks we face with respect to complying with regulatory requirements for our Wealth Management business may be exacerbated by the effects of COVID-19, particularly with respect to risks associated with our ability to comply with new regulations. Given the unprecedented nature of the COVID-19 pandemic, it is difficult for us to predict how it will continue to impact our business and our ability to adopt new policies, procedures, and training programs and employ the personnel necessary to ensure compliance with new regulations.
Government regulation of our business, including increased regulation or the interpretation of existing laws, rules or regulations, could have a Material Adverse Effect.
We are subject to federal, state, and local laws and regulations that affect our business, such as financial services, data privacy, and security requirements, tax, digital content, employment, consumer protection, and fraud protection, among others. In addition, there have been significant new regulations and heightened focus by the government on many of the laws and regulations that affect both our Wealth Management and our Tax Preparation businesses. As we expand our products and services and revise our business models, we may become subject to additional government regulation or increased regulatory scrutiny. Regulators may adopt new laws or regulations, or their interpretation of existing laws or regulations may differ from our interpretation or the laws of other jurisdictions in which we operate. If we are found to not be in compliance with certain laws, rules or regulations, it could have a Material Adverse Effect. Increased or new regulatory requirements or changes in the interpretation of existing laws, rules or regulations could, among other things, result in penalties, fines and disgorgement, impose significant limitations on the way we conduct our business, require changes to our business, require certain notifications to customers or employees, restrict our use of personal information, cause our customers to cease utilizing our
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products or services, make our business more costly, less efficient, or impossible to conduct, require us to modify our current or future products or services in a manner that is detrimental to our business and result in additional compliance costs, which could have a Material Adverse Effect.
The tax preparation industry continues to receive heightened attention from federal and state governments. New legislation, regulation, public policy considerations, changes in the cybersecurity environment, litigation by the government or private entities, or new interpretations of existing laws may result in greater oversight of the tax preparation industry, restrict the types of products and services that we can offer or the prices we can charge, or otherwise cause us to change the way we operate our Tax Preparation business or offer our tax preparation products and services. We may not be able to respond quickly to such regulatory, legislative, and other developments, and these changes may in turn increase our cost of doing business and limit our revenue opportunities. In addition, if our practices are not consistent with new interpretations of existing laws, rules, or regulations, we may become subject to lawsuits, penalties, fines, and other liabilities that did not previously apply. We are also required to comply with Federal Trade Commission (the “FTC”) requirements and a variety of state revenue agency standards. Requirements imposed by the FTC or state agencies, including new requirements or their interpretation of existing laws, rules, or regulations, could be burdensome on our business, cause us to lose market share due to product changes we are required to implement, or may significantly increase the costs of providing those services to our customers and may prevent us from delivering a quality product to our customers in a timely manner and at an acceptable price, all of which could have a Material Adverse Effect. In addition, in our Tax Preparation business, we generate revenue from certain financial products related to our tax preparation software and services. These products include prepaid debit cards on which a tax filer may receive his or her tax refund and the ability of certain of our users to have the fees for our services deducted from their tax refund. Any regulation of these products by state or federal governments, or any competing products offered by state and federal tax collection agencies, could materially and adversely impact our revenue from these financial products.
Our ability to comply with all applicable laws, rules, and regulations and interpretations of such laws, rules, and regulations is largely dependent on our establishment and maintenance of compliance, audit, and reporting systems and procedures, as well as our ability to attract and retain qualified compliance, audit, and risk management personnel. While we have adopted systems, policies, and procedures reasonably designed to comply or facilitate compliance with all applicable laws, rules, and regulations and interpretations of such laws, rules, and regulations, these systems, policies, and procedures may not be fully effective. There can be no assurance that we will not be subject to investigations, claims, or other actions or proceedings by regulators or third parties with respect to our past or future compliance with applicable laws, rules, and regulations, the outcome of which may have a Material Adverse Effect.
If we fail to comply with applicable laws, rules, regulations and guidance, such failure could have a Material Adverse Effect.
Current and future litigation, regulatory proceedings or adverse court interpretations of the laws and regulations under which the Company operates could have a Material Adverse Effect.
Many aspects of our business involve substantial risks of liability and regulatory oversight. We are currently subject to certain legal and regulatory proceedings and are likely to be subject to such proceedings in the future. In highly volatile markets, the volume of claims and amount of damages sought in litigation and regulatory proceedings against financial institutions have historically increased. Any proceedings to which we are subject, such as regulatory proceedings (including investigations or inquiries), purported class actions, shareholder derivative lawsuits, or claims by wealth management clients, could result in substantial expenditures, generate adverse publicity and could significantly impair our business, or force us to change our business practices. Involvement in any regulatory proceeding or the defense of any lawsuit, even if successful, could require substantial time and attention of our management and could require the expenditure of significant amounts for legal fees, insurance costs, and other related costs. In addition, litigation or regulatory proceedings (including those brought by state or federal agencies) relating to our business practices may result in additional costs, such as fines, penalties and disgorgement, or otherwise restrict or limit our business practices, including the offering of certain of our products or services. To the extent that any such additional costs are incurred, or restrictions implemented that limit or restrict certain business practices, it could result in a Material Adverse Effect.
Further, as required by GAAP, we estimate loss contingencies and establish reserves based on our assessment of contingencies where liability is deemed probable and reasonably estimable in light of the facts and circumstances known to us at a particular point in time. Subsequent developments in legal or regulatory proceedings may affect our assessment and estimates of the loss contingency recorded as a liability or as a reserve
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against assets in our financial statements. See “Item 3. Legal Proceedings” along with “Item 8. Financial Statements and Supplementary Data—Note 10.” Because litigation, regulatory proceedings, and other disputes are inherently unpredictable, the results of any of these matters may have a Material Adverse Effect.
Complex and evolving U.S. and international laws and regulation regarding privacy and data protection could result in claims, changes to our business practices, penalties, increased cost of operations or otherwise harm our business, and concerns about the current privacy and cybersecurity environment, generally, could deter current and potential customers from adopting our products and services and damage our reputation.
Regulation related to the provision of online services is evolving as federal, state, and foreign governments continue to adopt new, or modify existing, laws and regulations addressing data privacy and the collection, processing, storage, transfer, and use of data. This includes, for example, the European Union’s General Data Protection Regulation, the California Consumer Protection Act of 2018, which became effective on January 1, 2020, the California Privacy Rights Act of 2020, which expands upon the California Consumer Protection Act and was passed in November 2020, and the New York Stop Hacks and Improve Electronic Data Security (SHIELD) Act. If we are unable to engineer products that meet these evolving requirements or help our customers meet their obligations under these or other new data regulations, we might experience reduced demand for our offerings. Further, penalties for non-compliance with these laws may be significant.
Other governmental authorities throughout the U.S. and around the world are considering similar types of legislative and regulatory proposals concerning data protection. Each of these privacy, security, and data protection laws and regulations could impose significant limitations, require changes to our business, require notification to customers or workers of a security breach, restrict our use or storage of personal information, or cause changes in customer purchasing behavior, which may make our business more costly, less efficient or impossible to conduct, and may require us to modify our current or future products or services, which may make customers less likely to purchase our products and may harm our future financial results. Additionally, any actual or alleged noncompliance with these laws and regulations could result in negative publicity and subject us to investigations, claims, or other remedies, including demands that we modify or cease existing business practices, and expose us to significant fines, penalties, and other damages. We have incurred, and may continue to incur, significant expenses to comply with existing privacy and security standards and protocols imposed by law, regulation, industry standards, or contractual obligations.
Additionally, the continued occurrence of cyberattacks and data breaches on governments, businesses and consumers in general, indicates that we operate in an external environment where cyberattacks and data breaches are becoming increasingly common. If the global cybersecurity environment worsens, and there are increased instances of security breaches of third-party offerings where consumers’ data and sensitive information is compromised, consumers may be less willing to use online offerings, particularly offerings like ours in which customers often share sensitive financial data. In addition, the increased availability of data obtained as a result of breaches of third-party offerings could make our own products more vulnerable to fraudulent activity. Even if our products are not affected directly by such incidents, they could damage our reputation and deter current and potential customers from adopting our products and services or lead customers to cease using online and connected software products to transact financial business altogether.
We have begun, and currently plan to continue, increasing our capture and use of user data for marketing purposes. In connection with our use of user data for marketing efforts, concerns may be expressed about whether our products, services, or processes compromise the privacy of users, customers and others. Concerns about our practices with regard to the collection, use, disclosure or security of personal information or other privacy related matters, even if unfounded, could damage the reputation of our business and our brands and adversely affect our operating results.
We may be negatively impacted by any future changes in tax laws.
Changes in state and federal tax laws and/or filing deadlines, including changes associated with the Economic Impact Payments, have required, and may in the future require updates to our tax preparation software used in our Tax Preparation business. Such updates are costly and may be time consuming to ensure that they accurately reflect the new laws that are adopted. In addition, further changes in the way that state and federal governments structure their taxation regimes could also cause a Material Adverse Effect on our Tax Preparation business. The introduction of a simplified or flattened federal or state taxation structure may make our services less necessary or attractive to individual filers, which could reduce revenue and the number of units sold. We also face risk from the
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possibility of increased complexity in taxation structures, which may encourage some of our customers to seek professional tax advice instead of using our software or services. In the event that such changes to tax structures cause us to lose market share or cause a decline in customers, it could cause a Material Adverse Effect.
If third parties claim that our services infringe upon their intellectual property rights, we may be forced to seek expensive licenses, reengineer our services, engage in expensive and time-consuming litigation, or stop marketing and licensing our services.
Companies and individuals with rights relating to the technology industry have frequently resorted to litigation regarding intellectual property rights. These parties have in the past made, and may in the future make, claims against us alleging infringement of patents, copyrights, trademarks, trade secrets, or other intellectual property or proprietary rights, or alleging unfair competition or violations of privacy or publicity rights. Responding to any such claims could be time-consuming, result in costly litigation, divert management’s attention, cause product or service release delays, or require removal or redesigning of our products or services, payment of damages for infringement, or entry into royalty or licensing agreements. Our technology, services, and products may not be able to withstand any third-party claims or rights against their use. In some cases, the ownership or scope of an entity’s or person’s rights is unclear. In addition, the ownership or scope of such rights may be altered by changes in the legal landscape, such as through developments in U.S. or international intellectual property laws or regulations or through court, agency, or regulatory board decisions. If a successful claim of infringement were made against us and we could not develop non-infringing technology or content or license the infringed or similar technology or content on a timely and cost-effective basis, we could experience a Material Adverse Effect.
We rely heavily on our technology and intellectual property, but we may be unable to adequately or cost-effectively protect or enforce our intellectual property rights, thereby weakening our competitive position and negatively impacting our business and financial results. We may have to litigate to enforce our intellectual property rights, which can be time consuming, expensive, and difficult to predict.
To protect our rights related to our services and technology, we rely on a combination of copyright and trademark laws, trade secrets, confidentiality agreements with employees and third parties, and protective contractual provisions. We also rely on laws pertaining to trademarks and domain names to protect the value of our corporate brands and reputation. Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our services or technology, obtain and use information, marks, or technology that we regard as proprietary, or otherwise violate or infringe our intellectual property rights. In addition, it is possible that others could independently develop substantially equivalent intellectual property. Effectively policing the unauthorized use of our services and technology is time-consuming and costly, and the steps taken by us may not prevent misappropriation of our technology or other proprietary assets. If we do not effectively protect our intellectual property, or if others independently develop substantially equivalent intellectual property, our competitive position could be materially weakened.
RISKS RELATED TO ACQUISITIONS
We may fail to realize all of the anticipated benefits of the HKFS Acquisition or those benefits may take longer to realize than expected.
We may fail to realize all of the anticipated benefits of the HKFS Acquisition, including the expected operational, revenue, and cost synergies with our Wealth Management business and the level of revenue and profitability growth that we are expecting, or these benefits may not be achieved within the anticipated timeframe. In addition, we have faced, and may in the future face, difficulties in attracting and retaining key financial professional employees of Avantax Planning Partners. Departures of financial professionals have in the past resulted, and could in the future result, in lost relationships with CPA firms and clients, which has led, and could in the future lead, to a reduction in client asset levels and a corresponding reduction in advisory revenue, as well as the loss of referrals. We may also face certain integration challenges, which could divert management’s attention from ongoing operations and opportunities.
Furthermore, we have incurred significant transaction costs in connection with the HKFS Acquisition, including payment of certain fees and expenses incurred in connection with the HKFS Acquisition and the financing of the HKFS Acquisition, and our future financial results could be impacted if goodwill or other intangible assets we acquired in the HKFS Acquisition become impaired.
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In addition, we may also face difficulties in managing the expanded operations of a significantly larger and more complex company. The failure to realize the anticipated benefits of the HKFS Acquisition could cause an interruption of, or a loss of momentum in, our operations and could result in a Material Adverse Effect.
We may fail to realize all of the anticipated benefits of the 1st Global Acquisition or those benefits may take longer to realize than expected. We may also encounter significant difficulties in integrating the operations of 1st Global.
Our ability to realize the anticipated benefits of the 1st Global Acquisition will depend, to a large extent, on our ability to integrate 1st Global’s business with ours, which, has been, and will continue to be, a complex, costly and time-consuming process. As a result, we have been devoting and will continue to devote significant management attention and resources to integrate our business practices and operations with those of 1st Global. The integration process may disrupt our business and, if implemented ineffectively, could restrict the realization of the full expected benefits of the 1st Global Acquisition. The failure to meet the challenges involved in the integration process and to realize the anticipated benefits of the 1st Global Acquisition could cause an interruption of, or a loss of momentum in, our operations and could result in a Material Adverse Effect.
In addition, the integration of 1st Global’s business may result in material unanticipated problems, expenses, liabilities, competitive responses, and loss of financial professionals, customers, and other business relationships, which could be material. Additional integration challenges could include:
•diversion of management’s and our employees’ attention to integration matters;
•higher than anticipated integration costs and difficulties in achieving anticipated cost savings, synergies, business opportunities, and growth prospects from the 1st Global Acquisition;
•difficulties in the integration of operations and systems, including the use of our clearing platform;
•difficulties in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures;
•difficulties in keeping financial professionals and clients;
•difficulties in managing the expanded operations of a significantly larger and more complex company; and
•the impact of potential liabilities inherited from 1st Global, including potential liability related to a regulatory inquiry. See “Item 8. Financial Statements and Supplementary Data—Note 3” for additional information.
Furthermore, as a result of the integration of 1st Global, we may also receive greater regulatory scrutiny and could incur additional supervisory, training and compliance costs. Many of these factors will be outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could result in a Material Adverse Effect and result in us becoming subject to additional legal proceedings.
Even if 1st Global’s business is integrated successfully, the full anticipated benefits of the 1st Global Acquisition may not be realized, including the synergies, cost savings or sales or growth opportunities that are anticipated. These benefits may not be achieved within the anticipated time frame. Further, additional unanticipated costs may be incurred in the integration process. All of these factors could cause reductions in our earnings per share, decrease or delay the expected accretive effect of the 1st Global Acquisition and negatively impact the price of shares of our common stock. As a result, it cannot be assured that the 1st Global Acquisition will result in the realization of the full anticipated benefits and potential synergies.
We may seek to acquire companies or assets that complement our Wealth Management and Tax Preparation businesses, and we may be unsuccessful in completing any such acquisitions on favorable terms or integrating any company acquired.
We may seek to acquire companies or assets that complement our Wealth Management and Tax Preparation businesses. There can be no guarantee that any of the opportunities that we evaluate will result in the purchase by us of any business or asset being evaluated, or that we will be able to successfully integrate businesses that we have acquired or may in the future acquire.
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If we are successful in our pursuit of any complementary acquisition opportunities, we intend to use available cash, debt and/or equity financing, and/or other capital or ownership structures designed to diversify our capital sources and attract a competitive cost of capital, all of which may change our leverage profile. There are a number of factors that impact our ability to succeed in acquiring the companies and assets we identify, including competition for these companies and assets, sometimes from larger or better-funded competitors. As a result, our success in completing acquisitions is not guaranteed. Our expectation is that, to the extent we are successful, any acquisitions will be additive to our businesses, taking into account potential benefits of operational synergies. However, these new business additions and acquisitions, if any, involve a number of risks and may not achieve our expectations, and, therefore, we could be materially and adversely impacted by any such new business additions or acquisitions. There can be no assurance that the short or long-term value of any business or technology that we develop or acquire will be equal to the value of the cash and other consideration that we pay or expenses we incur.
RISKS RELATED TO OUR FINANCING ARRANGEMENTS
We have incurred a significant amount of indebtedness, which may materially and adversely impact our financial condition and future financial results.
We are party to a senior secured credit facility, which consists of a term loan (the “Term Loan”) and revolving line of credit (the “Revolver”) for future working capital, capital expenditures and general business purposes. As of December 31, 2020, we had $563.2 million in principal amount of outstanding indebtedness under the Term Loan and no amounts outstanding under the Revolver. The final maturity date of the Term Loan and Revolver is May 22, 2024 and May 22, 2022, respectively. Under the terms of the Revolver, we may borrow up to $65.0 million, subject to customary terms and conditions.
Our level of indebtedness may materially and adversely impact our financial condition and future financial results by, among other things:
•increasing our vulnerability to downturns in our businesses, to competitive pressures, and to adverse economic and industry conditions;
•requiring the dedication of a portion of our expected cash from operations to service the indebtedness, thereby reducing the amount of expected cash flow available for other purposes, including capital expenditures and complementary acquisitions;
•increasing our interest payment obligations in the event that interest rates rise; and
•limiting our flexibility in planning for, or reacting to, changes in our businesses and our industries.
Our senior secured credit facility imposes certain restrictions on us, including restrictions on our ability to create liens, incur indebtedness and make investments. In addition, our senior secured credit facility includes certain financial covenants, the breach of which may cause the outstanding indebtedness to be declared immediately due and payable. If we fail to comply with our financial and other restrictive covenants contained in the agreements governing our indebtedness, we may be required to refinance all or part of our debt, sell important strategic assets at unfavorable prices or borrow more money. Our borrowings under the senior secured credit facility, and our ability to repay such borrowings, may also negatively impact our ability to obtain additional financing in the future and may affect the terms of any such financing.
In addition, we or our subsidiaries, may incur additional debt in the future. Any additional debt may result in risks similar to those discussed above or in other risks specific to the credit agreements entered into for those debts.
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Existing cash and cash equivalents and cash generated from operations may not be sufficient to meet our anticipated cash needs for servicing debt, working capital, and capital expenditures.
Although we believe that existing cash and cash equivalents and cash generated from operations will be sufficient to meet our anticipated cash needs for servicing debt, working capital, acquisition earn-out payments, and capital expenditures for at least the next 12 months, the underlying levels of revenues and expenses that we project may not prove to be accurate. As of December 31, 2020, we had $563.2 million in principal amount of outstanding indebtedness under the Term Loan and no amounts outstanding under the Revolver. Servicing this debt will require the dedication of a portion of our expected cash flow from operations, thereby reducing the amount of our cash flow available for other purposes. In addition, our ability to make scheduled payments of the principal of, to pay interest on, or to refinance our indebtedness depends on our future performance, which is subject to the seasonality of our Tax Preparation segment, as well as other economic, financial, competitive, and other factors beyond our control. Our businesses may not continue to generate cash flow from operations sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt, or obtaining additional equity capital on terms that may be onerous or highly dilutive. Changes in the debt and capital markets, including market disruptions, limited liquidity, an increase in interest rates, changes in our credit rating, and our financial condition and results at such time, among other potential factors, may limit our ability to obtain or increase the cost of financing, as well as the risks of refinancing maturing debt. This may affect our ability to raise needed financing and reduce the amount of cash available to fund our operations, acquisitions, or other growth initiatives.
In addition, we may evaluate complementary acquisitions of businesses, products, or technologies from time to time. Any such transactions, if completed, may use a significant portion of our cash and cash equivalents. If we are unable to liquidate our investments when we need liquidity for complementary acquisitions or for other business purposes, we may need to change or postpone such acquisitions or find alternative financing for them. We may seek additional funding through public or private financings, through sales of equity, or through other arrangements. Our ability to raise funds may be materially and adversely impacted by a number of factors, including factors beyond our control, such as economic conditions in the markets in which we operate and increased uncertainty in the financial, capital, and credit markets. Adequate funds may not be available when needed or may not be available on favorable terms. If we raise additional funds by issuing equity securities, dilution to existing stockholders may result. Any sale of a substantial amount of our common stock in the public market, either in the initial issuance or in a subsequent resale, could have a Material Adverse Effect on the market price of our common stock. If funding is insufficient at any time in the future, we may be unable, or delayed in our ability, to develop or enhance our products or services, take advantage of business opportunities, or respond to competitive pressures, any of which could materially harm our business.
RISKS RELATED TO OUR COMMON STOCK
Our stock price has been highly volatile and such volatility may continue.
The trading price of our common stock has been highly volatile, and such volatility does not always correspond to fluctuations in the market. Between January 1, 2019 and December 31, 2020, our closing stock price ranged from $8.82 to $36.32. On February 19, 2021, the closing price of our common stock was $16.18. Our stock price could decline or fluctuate significantly in response to many factors, including the other risks discussed in this Form 10-K and the following:
•actual or anticipated variations in quarterly and annual results of operations;
•impairment charges, changes in or loss of material contracts and relationships, dispositions or announcements of complementary acquisitions, or other business developments by us, our partners, or our competitors;
•changes in executive officers;
•conditions or trends in the tax preparation or wealth management markets or changes in market share;
•changes in general conditions in the United States and global economies or financial markets;
•effects of the COVID-19 pandemic on economies, markets, the tax season, IRS operations, trends in wealth management, and changes to interest rates;
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•announcements of technological innovations or new services by us or our competitors;
•changes in financial estimates or recommendations by securities analysts;
•disclosures of any accounting issues, such as restatements or material weaknesses in internal control over financial reporting;
•equity issuances resulting in the dilution of stockholders;
•the adoption of new regulations or accounting standards;
•adverse publicity (whether justified or not) with respect to our business; and
•announcements or publicity relating to litigation or governmental enforcement actions.
In addition, the equities market has experienced extreme price and volume fluctuations, and our stock has been particularly susceptible to such fluctuations. Often, class action litigation has been instituted against companies after periods of volatility in the price of such companies’ stock. We have been defendants in such class action litigation in prior periods and could be subject to future litigation, potentially resulting in substantial cost and diversion of management’s attention and resources.
Our financial results may fluctuate, which could cause our stock price to be volatile or decline.
Our financial results have varied on a quarterly basis and are likely to continue to fluctuate in the future. These fluctuations could cause our stock price to be volatile or decline. Many factors could cause our quarterly results to fluctuate materially, including but not limited to:
•the inability of any of our businesses to implement business plans and to meet our expectations;
•the seasonality of our Tax Preparation business and the resulting large quarterly fluctuations in our revenues;
•variable demand for our services, rapidly evolving technologies and markets, and consumer preferences;
•the level and mix of total client assets and advisory assets, which are subject to fluctuation based on market conditions and client activity;
•the mix of revenues generated by existing businesses or other businesses that we develop or acquire;
•changes in interest rates or reductions in our cash sweep revenue;
•volatility in stock markets impacting the value of our advisory assets;
•effects of the COVID-19 pandemic;
•gains or losses driven by fair value accounting;
•litigation expenses and settlement costs;
•misconduct by employees, contractors and/or financial professionals, which is difficult to detect and deter;
•expenses incurred in finding, evaluating, negotiating, consummating, and integrating acquisitions;
•impairment or negative performance of the many different industries and counterparties we rely on and are exposed to;
•any restructuring charges we may incur;
•any economic downturn, which could result in lower acceptance rates on premium products and services offered by our Wealth Management business and impact the commissions and fee revenues of our financial advisory services;
•new court rulings, or the adoption of new or interpretation of existing laws, rules, or regulations, that adversely affect our business or that otherwise increase our potential liability or compliance costs;
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•impairment in the value of long-lived assets or the value of acquired assets, including goodwill, technology, and acquired contracts and relationships; and
•the effect of changes in accounting principles or standards or in our accounting treatment of revenues or expenses.
For these reasons, among others, you should not rely on period-to-period comparisons of our financial results to forecast our future performance. Furthermore, our fluctuating operating results may fall below the expectations of securities analysts or investors and financial results volatility could make us less attractive to investors, either of which could cause the trading price of our stock to decline.
We cannot assure you we will continue to repurchase shares of our common stock pursuant to our 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 will depend on a variety of factors, including price, general business and market conditions, our capital allocation policy, and alternative investment opportunities. Our repurchase program does not obligate us to repurchase any specific number of shares and may be suspended or discontinued at any time. For the year ended December 31, 2020, we did not repurchase any shares of our common stock under the stock repurchase plan, and as of December 31, 2020, there was approximately $71.7 million in remaining capacity under the stock repurchase plan. Any repurchases of our stock pursuant to the stock repurchase plan may materially reduce the amount of cash we have available and may not materially enhance the long-term value of our business or our stock.
Our utilization of our federal NOLs may be severely limited or potentially eliminated.
As of December 31, 2020, we had federal NOLs of $249.2 million that will expire primarily between 2021 and 2037, with the majority of them expiring between 2021 and 2024. In recent years, we have been able to offset all of our federal cash tax liabilities with our federal NOLs, but we may not generate sufficient taxable income in future years to utilize all of our federal NOLs prior to their expiration. If our federal NOLs expire unused, their full benefit will not be realized. In addition, in years where our taxable income exceeds our federal NOLs, we will be required to make federal cash income tax payments.
In addition, if we were to have a change of ownership within the meaning of Section 382 of the Code (defined as a cumulative change of 50 percentage points or more in the ownership positions of certain stockholders owning five percent or more of a company’s common stock over a three-year rolling period), then under certain conditions, the amount of NOLs we could use in any one year could be limited. Our certificate of incorporation imposes certain limited transfer restrictions on our common stock that we expect would assist us in preventing a change of ownership and preserving our NOLs, but there can be no assurance that these restrictions will be sufficient. In addition, other restrictions on our ability to use the NOLs may be triggered by a merger or acquisition, depending on the structure of such a transaction. It is our intention to limit the potential impact of these restrictions, but there can be no guarantee that such efforts will be successful.
Delaware law and our organizational documents may impede or discourage a takeover that would be beneficial to our stockholders.
We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire us, even if a change of control would be beneficial to our existing stockholders. For example, Section 203 of the Delaware General Corporation Law may discourage, delay, or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder. In addition, our certificate of incorporation and bylaws contain provisions that may discourage, delay, or prevent a third party from acquiring us without the consent of our Board, even if doing so would be beneficial to our stockholders. Provisions of our organizational documents that could have an anti-takeover effect or limit the activities of stockholders include:
•the requirement for supermajority approval by stockholders for certain business combinations;
•the ability of our board of directors to authorize the issuance of shares of undesignated preferred stock without a vote by stockholders;
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•the ability of our board of directors to amend or repeal our bylaws;
•limitations on the removal of directors;
•limitations on stockholders’ ability to call special stockholder meetings; and
•advance notice requirements for nominating candidates for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
Our certificate of incorporation also restricts any person or entity from attempting to transfer our stock, without prior permission from our board of directors, to the extent that such transfer would (i) create or result in an individual or entity becoming a five-percent stockholder of our stock, or (ii) increase the stock ownership percentage of any existing five-percent stockholder. Pursuant to our certificate of incorporation, any transfer that violates this provision shall be null and void and would require the purported transferee to, upon our demand, transfer the shares that exceed the five percent limit to an agent designated by us for the purpose of conducting a sale of such excess shares. This provision in our certificate of incorporation may make acquiring Blucora more expensive to the acquirer and could significantly delay, discourage, or prevent third parties from acquiring us without the approval of our board of directors.
ITEM 1B. Unresolved Staff Comments
None.
ITEM 2. Properties
Our principal corporate office is located in Dallas, Texas. Our Wealth Management segment primarily operates out of our Dallas corporate office, with additional office space located in Dubuque, Iowa (obtained in connection with the HKFS Acquisition). The Wealth Management segment also has smaller operational offices for its in-house financial professionals in various locations throughout the United States. The headquarters for our Tax Preparation segment is in Cedar Rapids, Iowa, with additional personnel who operate out of our Dallas corporate office. All of our facilities are leased.
ITEM 3. Legal Proceedings
See “Item 8. Financial Statements and Supplementary Data—Note 10” for information regarding legal proceedings.
ITEM 4. Mine Safety Disclosures
None.
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PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Market for Our Common Stock
Our common stock trades on the NASDAQ Global Select Market under the symbol “BCOR.” On February 19, 2021, the last reported sale price for our common stock on the NASDAQ Global Select Market was $16.18 per share.
Holders
As of February 19, 2021, there were 325 holders of record of our common stock. A substantially greater number of holders are beneficial owners whose shares are held of record by banks, brokers, and other financial institutions.
Share Repurchases
On March 19, 2019, we announced that our Board 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 will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. Our repurchase program does not obligate us to repurchase any specific number of shares, may be suspended or discontinued at any time, and does not have a specified expiration date.
For the year ended December 31, 2020, we did not repurchase any shares of our common stock under the stock repurchase plan. As of December 31, 2020, there was approximately $71.7 million in remaining capacity under the stock repurchase plan. In assessing our capital allocation priorities, we do not expect to make additional share repurchases in the near term.
For additional information regarding our stock repurchase program, see “Item 8. Financial Statements and Supplementary Data—Note 11.”
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ITEM 6. Selected Financial Data
The following data is derived from our audited consolidated financial statements and should be read along with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our consolidated financial statements and notes in “Item 8. Financial Statements and Supplementary Data,” and the other financial information included elsewhere in this report.
| Years Ended December 31, | ||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2018 | 2017 | 2016 | ||||||||||||||||||||||||||||
Consolidated Statements of Operations Data: | (1) (2) | (In thousands, except per share data) | ||||||||||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||||||||
| Wealth management services revenue | $ | 546,189 | $ | 507,979 | $ | 373,174 | $ | 348,620 | $ | 316,546 | ||||||||||||||||||||||
| Tax preparation services revenue | 208,763 | 209,966 | 187,282 | 160,937 | 139,365 | |||||||||||||||||||||||||||
| Total revenue | 754,952 | 717,945 | 560,456 | 509,557 | 455,911 | |||||||||||||||||||||||||||
| Operating income (loss) | (269,120) | 9 | 67,677 | 48,037 | 37,117 | |||||||||||||||||||||||||||
| Other loss, net | (31,304) | (16,915) | (15,797) | (44,551) | (39,781) | |||||||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | (300,424) | (16,906) | 51,880 | 3,486 | (2,664) | |||||||||||||||||||||||||||
| Income tax benefit (expense) | (42,331) | 65,054 | (311) | 25,890 | 1,285 | |||||||||||||||||||||||||||
| Income (loss) from continuing operations | (342,755) | 48,148 | 51,569 | 29,376 | (1,379) | |||||||||||||||||||||||||||
| Discontinued operations, net of income taxes | (3) | — | — | — | — | (63,121) | ||||||||||||||||||||||||||
| Net income (loss) | (342,755) | 48,148 | 51,569 | 29,376 | (64,500) | |||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | — | — | (935) | (2,337) | (658) | |||||||||||||||||||||||||||
| Net income (loss) attributable to Blucora, Inc. | $ | (342,755) | $ | 48,148 | $ | 50,634 | $ | 27,039 | $ | (65,158) | ||||||||||||||||||||||
| Basic net income (loss) per share attributable to Blucora, Inc.: | ||||||||||||||||||||||||||||||||
| Continuing operations | $ | (7.14) | $ | 1.00 | $ | 0.94 | $ | 0.61 | $ | (0.05) | ||||||||||||||||||||||
| Discontinued operations | (3) | — | — | — | — | (1.52) | ||||||||||||||||||||||||||
| Basic net income (loss) per share | $ | (7.14) | $ | 1.00 | $ | 0.94 | $ | 0.61 | $ | (1.57) | ||||||||||||||||||||||
Basic weighted average shares outstanding | 47,978 | 48,264 | 47,394 | 44,370 | 41,494 | |||||||||||||||||||||||||||
| Diluted net income (loss) per share attributable to Blucora, Inc.: | ||||||||||||||||||||||||||||||||
| Continuing operations | $ | (7.14) | $ | 0.98 | $ | 0.90 | $ | 0.57 | $ | (0.05) | ||||||||||||||||||||||
| Discontinued operations | (3) | — | — | — | — | (1.52) | ||||||||||||||||||||||||||
| Diluted net income (loss) per share | $ | (7.14) | $ | 0.98 | $ | 0.90 | $ | 0.57 | $ | (1.57) | ||||||||||||||||||||||
Diluted weighted average shares outstanding | 47,978 | 49,282 | 49,381 | 47,211 | 41,494 | |||||||||||||||||||||||||||
| Consolidated Balance Sheet Data: | (1) (2) | |||||||||||||||||||||||||||||||
Cash, cash equivalents, and investments | $ | 150,125 | $ | 80,820 | $ | 84,524 | $ | 59,965 | $ | 58,814 | ||||||||||||||||||||||
Working capital | 99,552 | 45,611 | 83,532 | 47,641 | 43,480 | |||||||||||||||||||||||||||
Total assets | 1,064,192 | 1,137,572 | 997,725 | 1,001,671 | 1,022,659 | |||||||||||||||||||||||||||
Total long-term liabilities | (1) (2) (4) | 650,786 | 400,525 | 316,905 | 390,495 | 535,577 | ||||||||||||||||||||||||||
Total stockholders’ equity | 312,290 | 643,515 | 607,595 | 541,387 | 417,019 | |||||||||||||||||||||||||||
(1)On May 6, 2019, we acquired 1st Global, a tax-focused wealth management company that, in combination with HD Vest, was renamed Avantax Wealth Management as part of the 2019 Rebranding. The purchase price was partially paid using the proceeds from a $125.0 million increase in the term loan under our credit agreement. 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.
(2)On July 1, 2020, we acquired HKFS, a wealth management business that was renamed Avantax Planning Partners as part of the 2021 Rebranding. The upfront cash purchase price of $104.4 million was partially paid using the proceeds from a $175.0 million increase in the term loan under our credit agreement. The operations of HKFS are included in our operating results as part of the Wealth Management segment from the date of the HKFS Acquisition.
(3)On October 14, 2015, we announced plans to divest our Search and Content and E-Commerce businesses. Accordingly, the operating results of these businesses have been presented as discontinued operations for the year ended December 31, 2016. We sold the Search and Content business and the E-Commerce business on August 9, 2016 and November 17, 2016, respectively.
(4)As of December 31, 2016, our convertible senior notes were classified as a long-term liability with an outstanding balance, net of discount and issuance costs, of $164.2 million. We redeemed the convertible senior notes in June 2017.
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ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Selected Financial Data and our consolidated financial statements and notes thereto included elsewhere in this Form 10-K. The following discussion contains forward-looking statements that are subject to risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks, and assumptions associated with those statements. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Form 10-K, particularly in the section titled “Risk Factors.”
In addition, the following discussion and analysis compares our financial condition and results of operations for the year ended December 31, 2020 to the year ended December 31, 2019. For a discussion of the financial condition and results of operations for the year ended December 31, 2019 compared to the year ended December 31, 2018, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the year ended December 31, 2019 that was filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2020.
Overview
Blucora, Inc. (the “Company,” “Blucora,” “we,” “our,” or “us”) is a leading provider of integrated tax-focused wealth management services and software, assisting consumers, small business owners, tax professionals, financial professionals, and certified public accounting (“CPA”) firms in achieving better long-term outcomes via holistic, tax-advantaged solutions. Our mission is to empower people to improve their financial wellness through data and technology-driven solutions. We conduct our operations through two primary businesses: (1) the Wealth Management business and (2) the Tax Preparation business. Our common stock is listed on the NASDAQ Global Select Market under the symbol “BCOR.”
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, 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, marketing, practice, compliance, and product support tools to assist in making each financial professional a comprehensive financial service center for his or her clients. Our ongoing investments in technology and data analytics are designed to drive meaningful growth in assets over time. 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 (the “2019 Rebranding”).
On July 1, 2020, we acquired all of the issued and outstanding common stock of Honkamp Krueger Financial Services, Inc. (“HKFS,” and such acquisition, the “HKFS Acquisition”). HKFS 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. The operations of HKFS are included in our operating results as part of the Wealth Management segment from the date of the HKFS Acquisition. For additional information, see “Business Developments—HKFS Acquisition” below.
On January 4, 2021, we announced the rebranding of HKFS to Avantax Planning Partners (the “2021 Rebranding”). The 2021 Rebranding was designed to create tighter brand alignment, bringing the Wealth Management business under one common and recognizable brand.
As of December 31, 2020, the Wealth Management business worked with a nationwide network of 3,770 financial professionals and supported $83.0 billion of total client assets, including $35.6 billion of advisory assets.
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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.
Business Developments
COVID-19 Pandemic
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 both our Wealth Management and Tax Preparation businesses.
In our Wealth Management business, the economic and financial market disruption caused by the COVID-19 pandemic negatively impacted the value of some of our clients’ assets during the first quarter of 2020, which caused a corresponding decline in the amount of revenue that we generated from these client assets. Further, we have experienced a decline in transaction-based commission revenue from lower trading volumes, as well as significantly reduced cash sweep revenue due to changes in prevailing interest rates. Positive financial market movement in the second, third, and fourth quarters of 2020 increased advisory and brokerage asset balances, with higher client asset balances benefiting advisory fees and trailing commissions. Overall, we expect that revenues in our Wealth Management business will remain susceptible to being adversely affected in future periods in which pandemic-influenced economic and market factors remain present.
In our Tax Preparation segment, our revenue and operating income generation is highly seasonal, with a significant portion of our annual revenue typically earned in the first four months of our fiscal year. During the third and fourth quarters, the Tax Preparation segment typically reports losses because revenue from the segment during this period is minimal while core operating expenses continue. As a result of the COVID-19 pandemic, the Internal Revenue Service (“IRS”) extended the filing and payment deadline for tax year 2019 federal tax returns to July 15, 2020. This extension resulted in the shifting of a significant portion of Tax Preparation segment revenue that would typically have been expected to be earned in the first and second quarters of 2020 to the third quarter of 2020. In addition, sales and marketing expenses were elevated in 2020 due to incremental investment in March 2020 to address weak performance through the first two months of the tax season, as well as increased marketing required due to the extended tax season. Additionally, the IRS was selected by the U.S Congress as the vehicle for distribution of the EIP1 payments, which caused significant disruption to the 2020 tax season. As a result of the extension of the 2020 tax season and the EIP1 disruption, our results of operations for our Tax Preparation segment were negatively impacted in 2020 compared to prior years. In December 2020, the U.S. Congress authorized EIP2. As acknowledged by the IRS, in January 2021, the IRS directed millions of EIP2 payments, including EIP2 payments payable to our customers, to incorrect bank accounts. In order to allow time to correct this error, the IRS delayed the start of the 2021 tax season. The U.S. Congress is currently considering EIP3. Should the U.S. Congress authorize EIP3 during the 2021 tax season, and should the IRS again be selected as the vehicle for distribution of EIP3, it could disrupt and/or delay the tax filing deadline for the 2021 tax season and could cause customer confusion and/or diversion. It is currently unknown if the IRS will need to extend the tax filing deadline in 2021, however, the IRS has revoked its earlier commitment to end the 2021 tax season on time. An extension of the tax filing deadline in 2021 could result in customer and revenue disruptions and increased expenses in 2021.
For additional information on the effects of the COVID-19 pandemic on our results of operations, see “Results of Operations” below. For more information on the risks related to the COVID-19 pandemic, see Part I, Item 1A under the subheading, “The current COVID-19 pandemic could have a Material Adverse Effect.”
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 and discussed in “Liquidity and Capital Resources—Indebtedness”). The purchase price is subject to customary adjustment and two potential post-closing earn-out payments (the “HKFS Contingent Consideration”) by us, as well as a customary indemnity escrow.
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
Blucora, Inc. | 2020 Form 10-K 44
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 “Purchase Agreement”), 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.
We believe the complementary nature of the HKFS Acquisition has expanded our established leadership in tax-aware investing and enhanced our ability to better service clients and enable better outcomes for our Wealth Management business through the following primary drivers:
•increasing our total addressable market by swiftly entering the large, adjacent captive RIA space;
•expanding our product offerings, enabling us to serve an expanded set of CPA firms and tax professionals, as well as enabling us to offer end-to-end retirement plan services for small business clients; and
•providing multiple avenues for enhancing future growth opportunities by improving asset retention, increasing prospect conversion, and offering turn-key retirement plan services to the full Avantax Wealth Management financial professional and client base, all on top of a highly scalable HKFS platform.
For additional information, see “Item 8. Financial Statements and Supplementary Data—Note 3.”
1st Global Acquisition
On May 6, 2019, we closed the acquisition of all of 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”). The 1st Global Acquisition was strategically important as it expanded our presence as the leading tax-focused independent broker-dealer while also providing the scale to compete more broadly in the wealth management market. 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.
Blucora, Inc. | 2020 Form 10-K 45
RESULTS OF OPERATIONS
Summary
| (In thousands, except percentages) | Years Ended December 31, | Change | |||||||||||||||||||||
| 2020 | 2019 | $ | % | ||||||||||||||||||||
Revenue: | |||||||||||||||||||||||
Wealth Management | $ | 546,189 | $ | 507,979 | $ | 38,210 | 8 | % | |||||||||||||||
Tax Preparation | 208,763 | 209,966 | (1,203) | (1) | % | ||||||||||||||||||
Total revenue | $ | 754,952 | $ | 717,945 | $ | 37,007 | 5 | % | |||||||||||||||
| Operating income (loss): | |||||||||||||||||||||||
Wealth Management | $ | 72,195 | $ | 68,292 | $ | 3,903 | 6 | % | |||||||||||||||
Tax Preparation | 49,621 | 96,249 | (46,628) | (48) | % | ||||||||||||||||||
Corporate-level activity | (390,936) | (164,532) | (226,404) | (138) | % | ||||||||||||||||||
| Total operating income (loss) | (269,120) | 9 | (269,129) | NM (1) | |||||||||||||||||||
| Other loss, net | (31,304) | (16,915) | (14,389) | (85) | % | ||||||||||||||||||
| Loss before income taxes | (300,424) | (16,906) | (283,518) | (1,677) | % | ||||||||||||||||||
| Income tax benefit (expense) | (42,331) | 65,054 | (107,385) | (165) | % | ||||||||||||||||||
| Net income (loss) attributable to Blucora, Inc. | $ | (342,755) | $ | 48,148 | $ | (390,903) | (812) | % | |||||||||||||||
____________________________
(1)Calculation is not meaningful.
For the year ended December 31, 2020 compared to the year ended December 31, 2019, net income decreased $390.9 million primarily due to the following factors:
•Wealth Management segment operating income increased $3.9 million primarily due to a $38.2 million increase in revenue, partially offset by a $34.3 million increase in operating expenses. Wealth Management operating results benefited from an increase in advisory revenue as a result of the 1st Global Acquisition and the HKFS Acquisition, partially offset by lower cash sweep revenue and lower commission revenue.
•Tax Preparation segment operating income decreased $46.6 million primarily due to a $45.4 million increase in operating expenses. The increase in operating expenses was primarily due to increased marketing spend as a result of incremental investment required in March 2020 due to weak performance through the first two months of the tax season, as well as increased marketing required due to the extended tax season.
•Corporate-level expenses increased $226.4 million primarily due to goodwill impairment of $270.6 million recognized in the first quarter of 2020. The increase in corporate-level expenses was partially offset by a $50.9 million intangible asset impairment recognized for the year ended December 31, 2019.
•Other loss, net, increased $14.4 million primarily due to increased interest expense and non-capitalized debt issuance expense.
•The Company recorded income tax expense of $42.3 million for the year ended December 31, 2020, which was driven by an increase in the valuation allowance on our deferred tax assets. This compared to an income tax benefit of $65.1 million for the year ended December 31, 2019, which was driven by a partial release of the valuation allowance on our deferred tax assets.
Blucora, Inc. | 2020 Form 10-K 46
SEGMENT REVENUE & OPERATING INCOME
The revenue and operating income amounts in this section are presented on a basis consistent with accounting principles generally accepted in the United States (“GAAP”) and include certain reconciling items attributable to our segments. We have two reportable segments: (1) the Wealth Management segment and (2) the Tax Preparation segment. Segment information is presented on a basis consistent with our current internal management financial reporting. We do not allocate certain general and administrative costs (including personnel and overhead costs), stock-based compensation, depreciation, amortization of acquired 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 under the heading “Corporate-level activity.” In addition, we do not allocate other loss, net, or income taxes to the reportable segments.
Wealth Management
| (In thousands, except percentages) | Years Ended December 31, | Change | |||||||||||||||||||||
| 2020 | 2019 | $ | % | ||||||||||||||||||||
| Revenue | $ | 546,189 | $ | 507,979 | $ | 38,210 | 8 | % | |||||||||||||||
| Operating income | $ | 72,195 | $ | 68,292 | $ | 3,903 | 6 | % | |||||||||||||||
| Segment margin | 13 | % | 13 | % | |||||||||||||||||||
For the year ended December 31, 2020 compared to the year ended December 31, 2019, Wealth Management operating income increased $3.9 million due to a $38.2 million increase in revenue partially offset by a $34.3 million increase in operating expenses.
•Wealth Management revenue increased $38.2 million primarily due to a $62.4 million increase in advisory revenue and a $6.2 million increase in client fees and financial professional fees as a result of the 1st Global Acquisition and the HKFS Acquisition. These increases were partially offset by a $20.8 million decrease in cash sweep revenue, a $5.8 million decrease in commission revenue, and a $4.2 million decrease in revenue generated from financial product manufacturer sponsorship programs.
•Wealth Management operating expenses increased $34.3 million primarily due to an increase in cost of revenue, mainly as a result of the 1st Global Acquisition and the HKFS Acquisition.
Sources of revenue
Wealth Management revenue is derived from multiple sources. We track sources of revenue, primary drivers of each revenue source, and recurring revenue. In addition, we focus on several business and key financial metrics in evaluating the success of our business relationships, our resulting financial position and operating performance. A summary of our sources of revenue and business and financial metrics is as follows:
| (In thousands, except percentages) | Years Ended December 31, | Change | |||||||||||||||||||||||||||
| Sources of Revenue | Primary Drivers | 2020 | 2019 | $ | % | ||||||||||||||||||||||||
| Financial professional-driven (1) | Advisory | - Advisory asset levels | $ | 314,751 | $ | 252,367 | $ | 62,384 | 25 | % | |||||||||||||||||||
| Commission | - Transactions - Asset levels - Product mix | 185,201 | 191,050 | (5,849) | (3) | % | |||||||||||||||||||||||
| Other revenue | Asset-based | - Cash balances - Interest rates - Number of accounts - Client asset levels | 23,688 | 48,182 | (24,494) | (51) | % | ||||||||||||||||||||||
| Transaction and fee | - Account activity - Number of financial professionals - Number of clients - Number of accounts | 22,549 | 16,380 | 6,169 | 38 | % | |||||||||||||||||||||||
| Total revenue | $ | 546,189 | $ | 507,979 | $ | 38,210 | 8 | % | |||||||||||||||||||||
| Total recurring revenue | $ | 464,944 | $ | 422,128 | $ | 42,816 | 10 | % | |||||||||||||||||||||
| Recurring revenue rate | 85.1 | % | 83.1 | % | |||||||||||||||||||||||||
____________________________
(1)Our “financial professionals” were formerly referred to as “advisors.”
Blucora, Inc. | 2020 Form 10-K 47
Recurring revenue consists of advisory fees, trailing commissions, fees from cash sweep programs, and certain transaction and fee revenue, all as described further under the headings “Advisory revenue,” “Commission revenue,” “Asset-based revenue,” and “Transaction and fee revenue,” respectively. Certain recurring revenues are associated with asset balances and fluctuate depending on market values and current interest rates. Accordingly, our recurring revenue can be negatively impacted by adverse external market conditions. However, we believe recurring revenue is meaningful despite these fluctuations because it is not dependent upon transaction volumes or other activity-based revenues, which are more difficult to predict, particularly in declining or volatile markets.
Business metrics
| (In thousands, except percentages and as otherwise indicated) | December 31, | Change | |||||||||||||||||||||
| 2020 | 2019 | $ | % | ||||||||||||||||||||
| Client assets balances: | |||||||||||||||||||||||
| Total client assets | $ | 82,961,244 | $ | 70,644,385 | $ | 12,316,859 | 17 | % | |||||||||||||||
| Brokerage assets | $ | 47,357,687 | $ | 43,015,221 | $ | 4,342,466 | 10 | % | |||||||||||||||
| Advisory assets | $ | 35,603,557 | $ | 27,629,164 | $ | 7,974,393 | 29 | % | |||||||||||||||
| Advisory assets as a percentage of total client assets | 42.9 | % | 39.1 | % | |||||||||||||||||||
| Number of financial professionals (in ones) (1): | |||||||||||||||||||||||
| Independent financial professionals (2) | 3,748 | 3,984 | (236) | (6) | % | ||||||||||||||||||
| In-house financial professionals (3) | 22 | — | 22 | N/A | |||||||||||||||||||
| Total number of financial professionals | 3,770 | 3,984 | (214) | (5) | % | ||||||||||||||||||
| Advisory and commission revenue per financial professional (1) (4) | 132.6 | 111.3 | 21.3 | 19 | % | ||||||||||||||||||
____________________________
(1)Our “financial professionals” were formerly referred to as “advisors.”
(2)The number of independent financial professionals includes licensed financial professionals that work with Avantax Wealth Management and operate as independent contractors, as well as licensed referring representatives at CPA firms that partner with Avantax Planning Partners.
(3)The number of in-house financial professionals includes licensed financial planning consultants, all of which are employees of Avantax Planning Partners.
(4)Calculation based on advisory and commission revenue for the years ended December 31, 2020 and 2019, respectively.
Client Assets. Total client assets includes assets that we hold directly or indirectly on behalf of clients under a safekeeping or custody arrangement or for which we provide administrative services for clients. To the extent that we provide more than one service for a client’s assets, the value of the asset is only counted once in the total amount of total client assets. Total client assets include advisory assets, non-advisory brokerage accounts, annuities, and mutual fund positions held directly with fund companies. These assets are not reported on the consolidated balance sheets.
Advisory assets includes external client assets for which we provide investment advisory and management services, typically as a fiduciary under the Investment Advisers Act of 1940. Our compensation for providing such services is typically a fee based on the value of the advisory assets for each advisory client. These assets are not reported on the consolidated balance sheets.
Brokerage assets represent total clients assets other than advisory assets.
Total client assets increased $12.3 billion at December 31, 2020 compared to December 31, 2019 primarily due to $9.6 billion of favorable market change and client reinvestment levels and $4.5 billion in client assets acquired in the HKFS Acquisition. Partially offsetting this increase were net client outflows of $1.8 billion, which primarily occurred during the pandemic-influenced market disruption in the second quarter of 2020. In addition, net client outflows of $1.8 billion included $0.4 billion of outflows due to the departure of two in-house financial professionals.
At this time, we cannot predict with certainty the extent of the impact of the COVID-19 pandemic and future financial market fluctuations on our client assets. However, the continued volatility in the U.S. and global economy and uncertainty in economic and financial markets due to the pandemic may cause declines in the amount of our
Blucora, Inc. | 2020 Form 10-K 48
total client assets. For more information on the risks associated with our Wealth Management business, see Part I, Item 1A under the subheading, “The current COVID-19 pandemic could have a Material Adverse Effect.”
Financial professionals. The Wealth Management business worked with a nationwide network of 3,770 financial professionals as of December 31, 2020. Avantax Wealth Management offers its tax-focused wealth management solutions through its network of financial professionals that operate as independent contractors. Avantax Planning Partners operates as a captive, or employee-based, RIA and wealth management business and utilizes a team of in-house financial professionals who partner with CPA firms in order to provide their consumer and small business clients with holistic planning and financial advisory services.
The number of our financial professionals decreased by 5% at December 31, 2020 compared to December 31, 2019, with the decrease primarily due to expected attrition following the integration of HD Vest and 1st Global, as well as the impact of financial professionals leaving the wealth management industry. The large majority of this attrition related to lower-producing financial professionals. The decrease in the number of financial professionals was partially offset by our recruitment of independent financial professionals, as well as the addition of financial professionals as a result of the HKFS Acquisition, which (as of the HKFS Acquisition date) included the addition of 19 in-house financial professionals and 131 licensed referring representatives at CPA firms that partner with Avantax Planning Partners.
Advisory revenue. 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 ratably over the period in which our performance obligations were completed.
Advisory asset balances were as follows:
| (In thousands) | Years Ended December 31, | Change | |||||||||||||||||||||
| 2020 | 2019 | $ | % | ||||||||||||||||||||
Advisory assets—independent financial professionals (1) | $ | 30,804,532 | $ | 27,629,164 | $ | 3,175,368 | 11 | % | |||||||||||||||
Advisory assets—in-house financial professionals (2) (4) | 3,553,422 | — | 3,553,422 | N/A | |||||||||||||||||||
Retirement advisory assets—in-house financial professionals (3) (4) | 1,245,603 | — | 1,245,603 | N/A | |||||||||||||||||||
| Total advisory assets | $ | 35,603,557 | $ | 27,629,164 | $ | 7,974,393 | 29 | % | |||||||||||||||
____________________________
(1)Represents individual client and retirement advisory assets for which Avantax Wealth Management serves as the RIA.
(2)Represents individual client advisory assets for which Avantax Planning Partners serves as the RIA.
(3)Represents advisory assets for which Avantax Planning Partners provides retirement plan services and serves as the RIA.
(4)The advisory assets associated with our in-house professionals were acquired in connection with the HKFS Acquisition.
The activity within our advisory assets was as follows:
| (In thousands) | Years Ended December 31, | ||||||||||
| 2020 | 2019 | ||||||||||
| Balance, beginning of the period | $ | 27,629,164 | $ | 12,555,405 | |||||||
| Net increase in new advisory assets | 91,543 | 997,968 | |||||||||
| Inflows from acquisitions (1) | 4,178,729 | 11,397,301 | |||||||||
| Market impact and other | 3,704,121 | 2,678,490 | |||||||||
| Balance, end of the period | $ | 35,603,557 | $ | 27,629,164 | |||||||
| Advisory revenue | $ | 314,751 | $ | 252,367 | |||||||
| Average advisory fee rate | 110 bps | 118 bps | |||||||||
____________________________
(1)Inflows from acquisitions for the year ended December 31, 2020 related to the HKFS Acquisition. Inflows from acquisitions for the year ended December 31, 2019 related to the 1st Global Acquisition.
For the year ended December 31, 2020, advisory assets increased $8.0 billion primarily due to $4.2 billion in advisory assets acquired in the HKFS Acquisition and $3.7 billion of favorable market change and client reinvestment levels. Advisory assets also benefited from a net increase in new advisory assets, although this increase was tempered by net outflows that occurred during the pandemic-influenced market disruption in the
Blucora, Inc. | 2020 Form 10-K 49
second quarter of 2020, as well as $0.4 billion of outflows that primarily occurred after the departure of two in-house financial professionals.
For the year ended December 31, 2020 compared to the year ended December 31, 2019, advisory revenue increased by $62.4 million primarily due to advisory assets acquired in the 1st Global Acquisition and HKFS Acquisition. Partially offsetting this increase in advisory revenue for the year ended December 31, 2020, advisory revenue was negatively affected by suppressed advisory asset levels in the first quarter of 2020 that resulted from the financial market disruption and the COVID-19 pandemic. Advisory asset levels subsequently recovered but remain susceptible to future financial market disruptions. In addition, the average advisory fee rate decreased due to the lower advisory fee structures of 1st Global and HKFS.
Commission revenue. The Wealth Management segment generates two types of commissions: (1) transaction-based commissions and (2) trailing commissions. Transaction-based commissions, which occur when clients trade securities or purchase investment products, represent gross commissions generated by our financial professionals. The level of transaction-based commissions can vary from period-to-period based on the overall economic environment, number of trading days in the reporting period, market volatility, interest rate fluctuations, and investment activity of our financial professionals’ clients. We earn trailing commissions (a commission or fee that is paid periodically over time) on certain mutual funds and variable annuities held by clients. Trailing commissions are recurring in nature and are based on the market value of investment holdings in trail-eligible assets.
Our commission revenue, by product category and by type of commission revenue, was as follows:
| (In thousands, except percentages) | Years Ended December 31, | Change | |||||||||||||||||||||
| 2020 | 2019 | $ | % | ||||||||||||||||||||
| By product category: | |||||||||||||||||||||||
| Mutual funds | $ | 90,112 | $ | 90,407 | $ | (295) | — | % | |||||||||||||||
| Variable annuities | 63,014 | 63,420 | (406) | (1) | % | ||||||||||||||||||
| Insurance | 16,313 | 19,282 | (2,969) | (15) | % | ||||||||||||||||||
| General securities | 15,762 | 17,941 | (2,179) | (12) | % | ||||||||||||||||||
| Total commission revenue | $ | 185,201 | $ | 191,050 | $ | (5,849) | (3) | % | |||||||||||||||
| By type of commission: | |||||||||||||||||||||||
| Transaction-based | $ | 74,788 | $ | 82,604 | $ | (7,816) | (9) | % | |||||||||||||||
| Trailing | 110,413 | 108,446 | 1,967 | 2 | % | ||||||||||||||||||
| Total commission revenue | $ | 185,201 | $ | 191,050 | $ | (5,849) | (3) | % | |||||||||||||||
For the year ended December 31, 2020 compared to the year ended December 31, 2019, transaction-based commission revenue decreased $7.8 million primarily due to decreased trade volumes and low alternative investment product sales, which resulted from the coronavirus pandemic and related financial market disruption. Partially offsetting this decrease, trailing commission revenue increased $2.0 million primarily due to incremental trailing commission revenue from 1st Global. Trailing commissions revenue and transaction-based commission revenue remain susceptible to being adversely affected in future periods in which pandemic-influenced economic and market factors remain present.
Asset-based revenue. Asset-based revenue primarily includes fees from financial product manufacturer sponsorship programs, cash sweep programs, asset-based retirement plan service fees, and other asset-based revenues.
For the year ended December 31, 2020 compared to the year ended December 31, 2019, asset-based revenue decreased $24.5 million, primarily due to a $20.8 million decrease in cash sweep revenue as a result of lower interest rates. In addition, revenue generated from financial product manufacturer sponsorship programs decreased by $4.2 million.
In March 2020, the Federal Reserve lowered its target range for the federal funds rate to 0.00-0.25%. As our cash sweep revenue is based on a rate derived from the federal funds rate, we expect continued lower cash sweep revenue in future periods in which the federal funds rate is at reduced levels.
Blucora, Inc. | 2020 Form 10-K 50
Transaction and fee revenue. Transaction and fee revenue primarily includes support fees charged to financial professionals, fees charged for executing certain transactions in client accounts, and other fees related to services provided and other account charges as generally outlined in agreements with financial professionals, clients, financial institutions, and retirement plan sponsors.
For the year ended December 31, 2020 compared to the year ended December 31, 2019, transaction and fee revenue increased $6.2 million primarily due to an increase in client fees and financial professional fees as a result of the 1st Global Acquisition, in addition to incremental transaction and fee revenue as a result of the HKFS Acquisition.
Tax Preparation
| (In thousands, except percentages) | Years Ended December 31, | Change | |||||||||||||||||||||
| 2020 | 2019 | $ | % | ||||||||||||||||||||
| Revenue | $ | 208,763 | $ | 209,966 | $ | (1,203) | (1) | % | |||||||||||||||
| Operating income | $ | 49,621 | $ | 96,249 | $ | (46,628) | (48) | % | |||||||||||||||
| Segment margin | 24 | % | 46 | % | |||||||||||||||||||
For the year ended December 31, 2020 compared to the year ended December 31, 2019, Tax Preparation operating income decreased $46.6 million due to a $45.4 million increase in operating expenses, as well as a $1.2 million decrease in revenue.
•Tax Preparation revenue decreased $1.2 million primarily due to a $2.8 million decrease in consumer revenue, partially offset by a $1.6 million increase in professional revenue.
•Tax Preparation operating expenses increased $45.4 million primarily due to increased marketing spend as a result of incremental investment in March 2020 to address weak performance through the first two months of the tax season, as well as increased marketing required due to the extended tax season.
Sources of revenue
Tax Preparation revenue is derived primarily from the sale of tax preparation digital services, ancillary services, packaged tax preparation software, and arrangements that may include a combination of these items. Ancillary services primarily include refund payment transfer and audit defense.
We classify Tax Preparation revenue into two different categories: consumer revenue and professional revenue. Consumer revenue represents Tax Preparation revenue derived from products sold to customers and businesses primarily for the preparation of individual or business tax returns. Professional revenue represents Tax Preparation revenue derived from products sold to tax return preparers who utilize our offerings to service end-user customers.
Revenue by category was as follows:
| (In thousands, except percentages) | Years Ended December 31, | Change | |||||||||||||||||||||
| 2020 | 2019 | $ | % | ||||||||||||||||||||
| Consumer | $ | 192,226 | $ | 195,004 | $ | (2,778) | (1) | % | |||||||||||||||
| Professional | 16,537 | 14,962 | 1,575 | 11 | % | ||||||||||||||||||
| Total revenue | $ | 208,763 | $ | 209,966 | $ | (1,203) | (1) | % | |||||||||||||||
Business metrics
We measure the performance of our Tax Preparation business using three sets of non-financial metrics, which we consider to be important indicators of the performance of our Tax Preparation business and are especially relevant through the end of a completed tax season. These non-financial metrics include key performance indicators for our total Tax Preparation business, in addition to the consumer and professional tax preparation portions of the Tax Preparation business:
•We measure our total tax preparation customers using the total number of accepted federal tax e-files completed by both our consumer tax preparation customers and our professional tax preparer customers.
Blucora, Inc. | 2020 Form 10-K 51
•We measure our consumer tax preparation customers using the number of accepted federal tax e-files made through our software and digital services.
•We measure our professional tax preparer customers using three metrics: (1) the number of accepted federal tax e-files made through our software, (2) the number of units sold, and (3) the number of e-files per unit sold.
Total, consumer, and professional metrics were as follows:
| (In thousands, except percentages and as | Years Ended December 31, | Change | |||||||||||||||||||||
otherwise indicated) | 2020 | 2019 | Units | % | |||||||||||||||||||
| Total e-files (1) | 5,319 | 5,250 | 69 | 1 | % | ||||||||||||||||||
| Consumer: | |||||||||||||||||||||||
| Consumer e-files (1) | 3,178 | 3,239 | (61) | (2) | % | ||||||||||||||||||
| Professional: | |||||||||||||||||||||||
| Professional e-files | 2,141 | 2,011 | 130 | 6 | % | ||||||||||||||||||
| Units sold (in ones) | 20,360 | 20,746 | (386) | (2) | % | ||||||||||||||||||
| Professional e-files per unit sold (in ones) | 105.2 | 96.9 | 8.3 | 8.6 | % | ||||||||||||||||||
____________________________
(1)We participate in the Free File Alliance that is part of an IRS partnership that provides free electronic tax filing services to taxpayers meeting certain income-based guidelines. Free File Alliance e-files are included within consumer e-files above.
For the year ended December 31, 2020 compared to the year ended December 31, 2019, total e-files increased primarily due to a 6% increase in professional e-files, partially offset by a 2% decrease in consumer e-files.
Corporate-Level Activity
Certain corporate-level activity, including certain general and administrative costs (such as personnel and overhead costs), stock-based compensation, acquisition and integration costs, executive transition costs, headquarters relocation costs, depreciation, amortization of acquired intangible assets, and impairment of goodwill and an intangible asset, is not allocated to our segments.
Corporate-level activity by category was as follows:
| (In thousands, except percentages) | Years Ended December 31, | Change | |||||||||||||||||||||
| 2020 | 2019 | $ | % | ||||||||||||||||||||
| General and administrative expenses | $ | 26,689 | $ | 27,361 | $ | (672) | (2) | % | |||||||||||||||
| Stock-based compensation | 10,066 | 16,300 | (6,234) | (38) | % | ||||||||||||||||||
| Acquisition and integration costs | 31,085 | 25,763 | 5,322 | 21 | % | ||||||||||||||||||
| Executive transition costs | 10,701 | — | 10,701 | N/A | |||||||||||||||||||
| Headquarters relocation costs | 1,863 | — | 1,863 | N/A | |||||||||||||||||||
| Depreciation | 10,162 | 6,851 | 3,311 | 48 | % | ||||||||||||||||||
| Amortization of acquired intangible assets | 29,745 | 37,357 | (7,612) | (20) | % | ||||||||||||||||||
| Impairment of goodwill and an intangible asset | 270,625 | 50,900 | 219,725 | 432 | % | ||||||||||||||||||
| Total corporate-level activity | $ | 390,936 | $ | 164,532 | $ | 226,404 | 138 | % | |||||||||||||||
For the year ended December 31, 2020 compared to the year ended December 31, 2019, corporate-level activity increased $226.4 million primarily due to the following factors:
•For the year ended December 31, 2020, we recognized a goodwill impairment charge of $270.6 million related to our Wealth Management reporting unit in the first quarter of 2020. For additional information, see “Item 8. Financial Statements and Supplementary Data—Note 5.” For the year ended December 31, 2019, we recognized an impairment charge of $50.9 million related to the HD Vest trade name intangible asset following the 2019 Rebranding of the Wealth Management business in the third quarter of 2019.
Blucora, Inc. | 2020 Form 10-K 52
•Executive transition costs of $10.7 million were recognized for the year ended December 31, 2020 due to the departure of certain Company executives.
Partially offsetting this increase in corporate-level expenses:
•Amortization of acquired intangible assets decreased $7.6 million primarily due to TaxAct customer relationship intangible assets that completed their useful lives and ceased amortizing in early 2020, partially offset by an increase in amortization due to intangible assets acquired in the 1st Global Acquisition and the HKFS Acquisition.
•Stock-based compensation decreased $6.2 million primarily due to stock award forfeitures resulting from executive departures in the first quarter of 2020 and the reversal of stock-based compensation expense for performance-based awards that are not expected to vest.
•Acquisition and integration costs increased $5.3 million. 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.
OPERATING EXPENSES
Cost of Revenue
| (In thousands, except percentages) | Years Ended December 31, | Change | |||||||||||||||||||||
| 2020 | 2019 | $ | % | ||||||||||||||||||||
| Wealth management services cost of revenue | $ | 385,962 | $ | 352,081 | $ | 33,881 | 10 | % | |||||||||||||||
| Tax preparation services cost of revenue | 12,328 | 10,691 | 1,637 | 15 | % | ||||||||||||||||||
| Total cost of revenue | $ | 398,290 | $ | 362,772 | $ | 35,518 | 10 | % | |||||||||||||||
| Percentage of revenue | 53 | % | 51 | % | |||||||||||||||||||
Cost of revenue consists of costs related to our Wealth Management and Tax Preparation businesses, which include commissions and advisory fees paid to independent financial professionals, payments made to CPA firms under fee sharing arrangements, third-party costs, and costs associated with the technical support team and the operation of our data centers. Data center costs include personnel expenses, the cost of temporary help and contractors, professional services fees, software support and maintenance, bandwidth and hosting costs, and depreciation (including depreciation related to TaxAct software development costs). Cost of revenue does not include compensation paid to in-house financial professionals in our Wealth Management business. As the in-house financial professionals are employees of Avantax Planning Partners, their compensation is reflected in “Sales and marketing” expense.
For the year ended December 31, 2020 compared to the year ended December 31, 2019, cost of revenue increased $35.5 million primarily due to the following factors:
•a $33.9 million increase in Wealth Management services cost of revenue, primarily due to an increase in commissions paid to financial professionals added as a result of the 1st Global Acquisition; and
•a $1.6 million increase in Tax Preparation services cost of revenue, primarily due to increased depreciation related to additional capitalized software costs for TaxAct.
In future periods, we expect increased Tax Preparation cost of revenue due to increased depreciation related to additional capitalized software costs.
Blucora, Inc. | 2020 Form 10-K 53
Engineering and Technology
| (In thousands, except percentages) | Years Ended December 31, | Change | |||||||||||||||||||||
| 2020 | 2019 | $ | % | ||||||||||||||||||||
| Engineering and technology | $ | 27,258 | $ | 30,931 | $ | (3,673) | (12) | % | |||||||||||||||
| Percentage of revenue | 4 | % | 4 | % | |||||||||||||||||||
Engineering and technology expenses are associated with the research, development, support, and ongoing enhancements of our offerings, which include personnel expenses, the cost of temporary help and contractors, software support and maintenance, bandwidth and hosting, and professional services fees. Engineering and technology expenses do not include the costs of computer hardware and software that are capitalized, depreciated over their useful lives, and recognized on the consolidated statements of comprehensive income (loss) as either “cost of revenue” or “depreciation.” For more information, see the “Cost of Revenue” and “Depreciation and Amortization of Acquired Intangible Assets” sections contained within this discussion of “Operating Expenses.”
For the year ended December 31, 2020 compared to the year ended December 31, 2019, engineering and technology expenses decreased $3.7 million, primarily due to reduced expenses in our Wealth Management business, which were partially offset by increased headcount and consulting fees in our Tax Preparation business.
Sales and Marketing
| (In thousands, except percentages) | Years Ended December 31, | Change | |||||||||||||||||||||
| 2020 | 2019 | $ | % | ||||||||||||||||||||
| Sales and marketing | $ | 177,618 | $ | 126,205 | $ | 51,413 | 41 | % | |||||||||||||||
| Percentage of revenue | 24 | % | 18 | % | |||||||||||||||||||
Sales and marketing expenses primarily consist of marketing expenses associated with our Tax Preparation business (including expenses related to marketing agencies and media companies) and our Wealth Management business, personnel expenses, compensation paid to Avantax Planning Partners in-house financial professionals, the cost of temporary help and contractors, and back office processing support expenses for our Wealth Management business.
For the year ended December 31, 2020 compared to the year ended December 31, 2019, sales and marketing expenses increased $51.4 million primarily due to increased advertising costs in our Tax Preparation business during the extended tax season, as well as incremental sales and marketing costs resulting from the 1st Global Acquisition and HKFS Acquisition.
Assuming a return to a typical season in our Tax Preparation business (other than the delayed start date to tax season), we expect sales and marketing costs in our Tax Preparation business for 2021 to be lower than 2020 levels.
General and Administrative
| (In thousands, except percentages) | Years Ended December 31, | Change | |||||||||||||||||||||
| 2020 | 2019 | $ | % | ||||||||||||||||||||
| General and administrative | $ | 82,158 | $ | 78,529 | $ | 3,629 | 5 | % | |||||||||||||||
| Percentage of revenue | 11 | % | 11 | % | |||||||||||||||||||
General and administrative (“G&A”) expenses primarily consist of expenses associated with personnel expenses, the cost of temporary help and contractors, professional services fees, general business development and management expenses, occupancy and general office expenses, business taxes, and insurance expenses.
For the year ended December 31, 2020 compared to the year ended December 31, 2019, G&A expenses increased $3.6 million, primarily due to $10.7 million of executive transition costs and $1.9 million of headquarters relocation costs, partially offset by reduced stock-based compensation expense due to $8.5 million in stock award forfeitures resulting from executive departures in 2020 and the reversal of stock-based compensation expense for performance-based awards that are not expected to vest. The executive transition costs primarily related to the departure of certain Company executives primarily in the first quarter of 2020.
Blucora, Inc. | 2020 Form 10-K 54
Acquisition and Integration
| Years Ended December 31, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2020 | 2019 | $ | % | |||||||||||||||||||
| Employee-related expenses | $ | 1,615 | $ | 5,241 | $ | (3,626) | (69) | % | |||||||||||||||
| Professional services | 13,602 | 17,752 | (4,150) | (23) | % | ||||||||||||||||||
| Change in fair value of HKFS Contingent Consideration | 8,300 | — | 8,300 | N/A | |||||||||||||||||||
| Other expenses | 7,568 | 2,770 | 4,798 | 173 | % | ||||||||||||||||||
| Total | $ | 31,085 | $ | 25,763 | $ | 5,322 | 21 | % | |||||||||||||||
| Percentage of revenue | 4 | % | 4 | % | |||||||||||||||||||
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.
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. Acquisition and integration expenses for the HKFS Acquisition in 2020 included an $8.3 million loss related to the fair value change of the HKFS Contingent Consideration liability. Acquisition and integration expenses for the 1st Global Acquisition in 2020 included a $4.1 million right-of-use asset impairment expense related to our former headquarters building lease (acquired in 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.
Depreciation and Amortization of Acquired Intangible Assets
| (In thousands, except percentages) | Years Ended December 31, | Change | |||||||||||||||||||||
| 2020 | 2019 | $ | % | ||||||||||||||||||||
| Depreciation | $ | 7,293 | $ | 5,479 | $ | 1,814 | 33 | % | |||||||||||||||
| Amortization of acquired intangible assets | 29,745 | 37,357 | $ | (7,612) | (20) | % | |||||||||||||||||
| Total | $ | 37,038 | $ | 42,836 | $ | (5,798) | (14) | % | |||||||||||||||
| Percentage of revenue | 5 | % | 6 | % | |||||||||||||||||||
Depreciation of property and equipment includes depreciation of computer equipment and software, office equipment and furniture, and leasehold improvements. Amortization of acquired intangible assets primarily includes the amortization of client, financial professional, and sponsor relationships, which are amortized over their estimated lives.
For the year ended December 31, 2020 compared to the year ended December 31, 2019, depreciation and amortization expense decreased $7.6 million primarily due to TaxAct customer relationship intangible assets that completed their useful lives and ceased amortizing in early 2020, partially offset by an increase in amortization due to intangibles acquired in the 1st Global Acquisition and the HKFS Acquisition, an increase in depreciation resulting from additional depreciable assets obtained in the 1st Global Acquisition and HKFS Acquisition, and additional depreciation from property and equipment put into service at our new headquarters in July 2020.
Impairment of Goodwill and an Intangible Asset
| (In thousands, except percentages) | Years Ended December 31, | Change | |||||||||||||||||||||
| 2020 | 2019 | $ | % | ||||||||||||||||||||
| Impairment of goodwill and an intangible asset | $ | 270,625 | $ | 50,900 | $ | 219,725 | 432 | % | |||||||||||||||
| Percentage of revenue | 36 | % | 7 | % | |||||||||||||||||||
For the year ended December 31, 2020, we recognized goodwill impairment of $270.6 million related to our Wealth Management reporting unit in the first quarter of 2020. For additional information, see “Item 8. Financial Statements and Supplementary Data—Note 5.” For the year ended December 31, 2019, we recognized impairment of $50.9 million related to the HD Vest trade name intangible asset following the 2019 Rebranding of the Wealth Management business in the third quarter of 2019.
Blucora, Inc. | 2020 Form 10-K 55
OTHER LOSS, NET
| (In thousands, except percentages) | Years Ended December 31, | Change | |||||||||||||||||||||
| 2020 | 2019 | $ | % | ||||||||||||||||||||
| Interest expense | $ | 24,570 | $ | 19,017 | $ | 5,553 | 29 | % | |||||||||||||||
| Amortization of debt issuance costs | 1,372 | 1,042 | 330 | 32 | % | ||||||||||||||||||
| Accretion of debt discounts | 693 | 228 | 465 | 204 | % | ||||||||||||||||||
| Total interest expense | 26,635 | 20,287 | 6,348 | 31 | % | ||||||||||||||||||
| Interest income | (65) | (449) | 384 | 86 | % | ||||||||||||||||||
| Gain on the sale of a business | (349) | (3,256) | 2,907 | 89 | |||||||||||||||||||
| Non-capitalized debt issuance expenses | 3,687 | — | 3,687 | N/A | |||||||||||||||||||
| Other | 1,396 | 333 | 1,063 | 319 | % | ||||||||||||||||||
| Other loss, net | $ | 31,304 | $ | 16,915 | $ | 14,389 | 85 | % | |||||||||||||||
For the year ended December 31, 2020 compared to the year ended December 31, 2019, other loss, net, increased $14.4 million primarily due to the following factors:
•Total interest expense increased $6.3 million due to higher outstanding debt balances as a result of the $175.0 million increase in the Term Loan in the third quarter of 2020 and the $125.0 million increase in the Term Loan in the second quarter of 2019. In addition, the increase in the Term Loan in the third quarter of 2020 resulted in the recognition of $3.7 million of non-capitalized debt issuance expenses.
•For the year ended December 31, 2019, we recognized a $3.3 million gain on the sale of SimpleTax Software Inc. (“SimpleTax”), a provider of digital tax preparation services for individuals in Canada.
INCOME TAXES
| (In thousands, except percentages) | Years Ended December 31, | Change | |||||||||||||||||||||
| 2020 | 2019 | $ | % | ||||||||||||||||||||
| Income tax benefit (expense) | $ | (42,331) | $ | 65,054 | $ | (107,385) | (165) | % | |||||||||||||||
For 2020, we recorded income tax expense of $42.3 million. Our effective income tax rate differed from the 21% statutory rate in 2020 primarily due to a $56.8 million expense related to the impairment of goodwill (which is not deductible for tax purposes), $23.9 million tax expense related to the increase in the valuation allowances, and $21.1 million in write off of expired federal net operating loss.
At December 31, 2020, we had deferred tax assets recorded for gross temporary differences representing future tax deductions of $489.0 million, primarily comprised of $249.2 million of federal net operating loss carryforwards and $108.3 million of federal capital loss carryforwards. We currently estimate that approximately $206.7 million of federal net operating loss carryforwards will expire, if unutilized, in 2021 through 2024, and $108.3 million of federal capital loss carryforwards will expire, if unutilized, in 2021 through 2023. We recorded a valuation allowance against deferred tax assets related to the federal net operating and capital loss carryforwards that are anticipated to expire unutilized. The ultimate realization of our deferred tax assets depends on our ability to generate future taxable income. Our actual future taxable income may differ from our projected taxable income as a result of differences in pre-tax income, as well as future originating book-tax differences, including excess tax benefits (windfalls) for stock compensation, which, due to inherent uncertainty, we do not forecast. In the future, if we determine more or less of the recognized net deferred tax assets is more likely than not to be realized, we will record a charge or benefit to the income statement to account for the further change in valuation allowance.
For 2019, we recorded income tax benefit of $65.1 million. Our effective income tax rate differed from the 21% statutory rate in 2019 primarily due to a $56.9 million tax benefit related to the partial release of valuation allowances and $4.1 million in excess tax benefits (windfalls) for stock compensation.
Blucora, Inc. | 2020 Form 10-K 56
NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA
We define Adjusted EBITDA as net income (loss) attributable to Blucora, Inc., determined in accordance with GAAP, excluding the effects of stock-based compensation, depreciation and amortization of acquired intangible assets, other loss, net, acquisition and integration costs, impairment of goodwill and an intangible asset, executive transition costs, headquarters relocation costs, and income tax (benefit) expense. Acquisition and integration costs primarily relate to the 1st Global Acquisition and the HKFS Acquisition. Impairment of goodwill relates to the impairment of our Wealth Management reporting unit goodwill that was recognized in the first quarter of 2020. Impairment of an intangible asset relates to the impairment of the HD Vest trade name intangible asset following the 2019 Rebranding of the Wealth Management business in the third quarter of 2019. Executive transition costs relate to the departure of certain Company executives primarily in the first quarter of 2020. Headquarters relocation costs relate to the process of moving from our original Dallas office and Irving office to our new headquarters.
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 (loss). Other companies may calculate Adjusted EBITDA differently and, therefore, our Adjusted EBITDA may not be comparable to similarly titled measures of other companies.
A reconciliation of our Adjusted EBITDA to net income (loss) attributable to Blucora, Inc., which we believe to be the most comparable GAAP measure, is presented below:
| (In thousands) | Years Ended December 31, | ||||||||||
| 2020 | 2019 | ||||||||||
| Net income (loss) attributable to Blucora, Inc. | $ | (342,755) | $ | 48,148 | |||||||
| Stock-based compensation | 10,066 | 16,300 | |||||||||
| Depreciation and amortization of acquired intangible assets | 39,907 | 44,208 | |||||||||
| Other loss, net | 31,304 | 16,915 | |||||||||
| Acquisition and integration—Excluding change in fair value of HKFS Contingent Consideration | 22,785 | 25,763 | |||||||||
| Acquisition and integration—Change in fair value of HKFS Contingent Consideration | 8,300 | — | |||||||||
| Income tax expense (benefit) | 42,331 | (65,054) | |||||||||
| Impairment of goodwill and an intangible asset | 270,625 | 50,900 | |||||||||
| Executive transition costs | 10,701 | — | |||||||||
| Headquarters relocation costs | 1,863 | — | |||||||||
| Adjusted EBITDA | $ | 95,127 | $ | 137,180 | |||||||
Non-GAAP net income and non-GAAP net income per share
We define non-GAAP net income (loss) as net income (loss) attributable to Blucora, Inc., determined in accordance with GAAP, excluding the effects of stock-based compensation, amortization of acquired intangible assets (including acquired technology), impairment of goodwill and an intangible asset, gain on the sale of a business, acquisition and integration costs, executive transition costs, headquarters relocation costs, non-capitalized debt issuance expenses, the related cash tax impact of those adjustments, and non-cash income tax (benefit) expense. 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 2021 and 2024. Gain on the sale of a business relates to the disposition of SimpleTax in the third quarter of 2019 and the subsequent working capital adjustment in the third quarter of 2020. Non-capitalized debt issuance expense relates to the expense recognized as a result of the Term Loan increase in the third quarter of 2020. For more information on our Term Loan, see “Item 8. Financial Statements and Supplementary Data—Note 6.”
Blucora, Inc. | 2020 Form 10-K 57
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 that 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 and non-GAAP net income per share 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 (loss) and GAAP net income (loss) per share. Other companies may calculate these non-GAAP measures differently, and, therefore, our non-GAAP net income and non-GAAP net income per share may not be comparable to similarly titled measures of other companies.
A reconciliation of our non-GAAP net income and non-GAAP net income per share to net income (loss) attributable to Blucora, Inc. and net income (loss) per share attributable to Blucora, Inc., respectively, which we believe to be the most comparable GAAP measures, is presented below:
| (In thousands, except per share amounts) | Years Ended December 31, | ||||||||||
| 2020 | 2019 | ||||||||||
| Net income (loss) attributable to Blucora, Inc. | $ | (342,755) | $ | 48,148 | |||||||
| Stock-based compensation | 10,066 | 16,300 | |||||||||
| Amortization of acquired intangible assets | 29,745 | 37,357 | |||||||||
| Impairment of goodwill and an intangible asset | 270,625 | 50,900 | |||||||||
| Gain on sale of a business | (349) | (3,256) | |||||||||
| Acquisition and integration—Excluding change in fair value of HKFS Contingent Consideration | 22,785 | 25,763 | |||||||||
| Acquisition and integration—Change in fair value of HKFS Contingent Consideration | 8,300 | — | |||||||||
| Executive transition costs | 10,701 | — | |||||||||
| Headquarters relocation costs | 1,863 | — | |||||||||
| Non-capitalized debt issuance expenses | 3,687 | — | |||||||||
| Cash tax impact of adjustments to GAAP net income | (1,647) | (2,396) | |||||||||
| Non-cash income tax (benefit) expense | 41,059 | (68,618) | |||||||||
| Non-GAAP net income | $ | 54,080 | $ | 104,198 | |||||||
| Per diluted share: | |||||||||||
| Net income (loss) attributable to Blucora, Inc. (1) | $ | (7.10) | $ | 0.98 | |||||||
| Stock-based compensation | 0.21 | 0.33 | |||||||||
| Amortization of acquired intangible assets | 0.61 | 0.76 | |||||||||
| Impairment of goodwill and an intangible asset | 5.61 | 1.03 | |||||||||
| Gain on sale of a business | (0.01) | (0.07) | |||||||||
| Acquisition and integration—Excluding change in fair value of HKFS Contingent Consideration | 0.47 | 0.52 | |||||||||
| Acquisition and integration—Change in fair value of HKFS Contingent Consideration | 0.17 | — | |||||||||
| Executive transition costs | 0.22 | — | |||||||||
| Headquarters relocation costs | 0.04 | — | |||||||||
| Non-capitalized debt issuance expenses | 0.08 | — | |||||||||
| Cash tax impact of adjustments to GAAP net income | (0.03) | (0.05) | |||||||||
| Non-cash income tax (benefit) expense | 0.85 | (1.39) | |||||||||
| Non-GAAP net income | $ | 1.12 | $ | 2.11 | |||||||
| Weighted average shares outstanding used in calculating Non-GAAP net income per share | 48,244 | 49,282 | |||||||||
____________________________
(1)Any difference in the “per diluted share” amounts between this table and the consolidated statements of comprehensive income is due to using different weighted average shares outstanding in the event that there is GAAP net loss but non-GAAP net income and vice versa.
Blucora, Inc. | 2020 Form 10-K 58
LIQUIDITY AND CAPITAL RESOURCES
Cash and Cash Equivalents
Our principal source of liquidity is our cash and cash equivalents. As of December 31, 2020, we had cash and cash equivalents of $150.1 million. Our 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 on Avantax Wealth Management’s operations. As of December 31, 2020, Avantax Wealth Management met all capital adequacy requirements to which it was subject.
We generally invest our excess cash in money market funds that are made up of 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. Our financial instrument investments held at December 31, 2020 had minimal default risk and short-term maturities.
Historically, we have financed our operations primarily from cash provided by operating activities and access to credit markets. Our historical uses of cash have been funding our operations, capital expenditures, business combinations that enhance our strategic position, and share repurchases under share repurchase programs. We plan to finance our operating, working capital, regulatory capital requirements at our broker-dealer subsidiary, and capital expenditure requirements for at least the next 12 months largely through cash and cash equivalents. However, the underlying levels of revenues and expenses that we project may not prove to be accurate, and, from time to time, we may make a determination to draw on the Revolver (as defined below) or increase the principal amount of the Term Loan to meet our capital requirements, subject to customary terms and conditions.
Since our results of operations are sensitive to various factors, including, among others, the level of competition we face, regulatory and legal impacts, and political and economic conditions, such factors could adversely affect our liquidity and capital resources. In addition, due to the COVID-19 pandemic, we have experienced and may continue to experience near- to mid-term volatility in our results of operations that could further increase our liquidity needs. Due to this volatility, we have taken several measures to ensure proper liquidity levels. We are maintaining flexibility in our cash flows by applying a heightened sense of focus in monitoring and managing our cash needs. In the first quarter of 2020, we accessed our Revolver for temporary liquidity needs and subsequently repaid such borrowings in full. In addition, we increased the principal outstanding under our Term Loan to fund the HKFS Acquisition and provide additional working capital flexibility. Overall, we believe these measures provide us with the capital flexibility to satisfy our obligations, fund our operations, and invest in our businesses.
For further discussion of the risks to our business related to liquidity, see “Item 1A. Risk Factors” under the heading “Existing cash and cash equivalents and cash generated from operations may not be sufficient to meet our anticipated cash needs for servicing debt, working capital, and capital expenditures.”
We may use our cash and cash equivalents in the future to invest in our current businesses, for repayment of debt, for acquiring companies or assets, for share repurchases, for returning capital to stockholders, or for other utilizations that we deem to be in the best interests of stockholders.
Indebtedness
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”). The Revolver and the Term Loan mature on May 22, 2022 and May 22, 2024, respectively.
On July 1, 2020, we increased our Term Loan by $175.0 million. 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 general corporate purposes. 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,
Blucora, Inc. | 2020 Form 10-K 59
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.
At December 31, 2020, we had $563.2 million 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.
For additional information on the Term Loan, Revolver, and the Credit Agreement, see, “Item 8. Financial Statements and Supplementary Data—Note 6.”
Share 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 will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. Our repurchase program does not obligate us to repurchase any specific number of shares, may be suspended or discontinued at any time, and does not have a specified expiration date.
For the year ended December 31, 2020, we did not repurchase any shares of our common stock under the stock repurchase plan. As of December 31, 2020, there was approximately $71.7 million in remaining capacity under the stock repurchase plan. In assessing our capital allocation priorities, we do not expect to make additional share repurchases in the near term.
Contractual Obligations and Commitments
Our contractual obligations and commitments are as follows for years ending December 31:
| (In thousands) | 2021 | 2022 | 2023 | 2024 | 2025 | Thereafter | Total | ||||||||||||||||||||||||||||||||||
| Operating lease commitments: | |||||||||||||||||||||||||||||||||||||||||
| Operating lease obligations (1) | $ | 2,758 | $ | 5,151 | $ | 5,236 | $ | 5,119 | $ | 5,014 | $ | 30,323 | $ | 53,601 | |||||||||||||||||||||||||||
| Sublease income | (443) | (544) | (557) | (570) | (583) | (198) | (2,895) | ||||||||||||||||||||||||||||||||||
| Net operating lease commitments | 2,315 | 4,607 | 4,679 | 4,549 | 4,431 | 30,125 | 50,706 | ||||||||||||||||||||||||||||||||||
| Purchase commitments (2) | 16,072 | 8,930 | 7,629 | 5,546 | 4,671 | 7,969 | 50,817 | ||||||||||||||||||||||||||||||||||
| Debt commitment—Term Loan | 1,812 | 1,812 | 1,812 | 557,720 | — | — | 563,156 | ||||||||||||||||||||||||||||||||||
| Interest payable | 28,844 | 28,559 | 28,330 | 11,770 | — | — | 97,503 | ||||||||||||||||||||||||||||||||||
| HKFS Contingent Consideration | 17,900 | 18,000 | — | — | — | — | 35,900 | ||||||||||||||||||||||||||||||||||
| Total | $ | 66,943 | $ | 61,908 | $ | 42,450 | $ | 579,585 | $ | 9,102 | $ | 38,094 | $ | 798,082 | |||||||||||||||||||||||||||
____________________________
(1)Operating lease obligations include obligations due to short-term leases. In accordance with the short-term lease practical expedient in Accounting Standards Codification 842, Leases, we do not record a lease liability for short-term leases.
(2)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.
The contractual obligations and commitments table presented above does not reflect unrecognized tax benefits of approximately $7.5 million, the timing of which is uncertain. For additional discussion on unrecognized tax benefits, see “Item 8. Financial Statements and Supplementary Data—Note 15.”
As part of HKFS Acquisition, the purchase price paid by us is subject to two potential post-closing earn-out payments. 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 Purchase Agreement, 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
Blucora, Inc. | 2020 Form 10-K 60
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.
The estimated fair value (as calculated in accordance with GAAP) of the HKFS Contingent Consideration liability was $35.9 million as of December 31, 2020. While this amount was calculated in accordance with the fair value guidance contained in ASC 820, Fair Value Measurements, there are a number of assumptions and estimates factored into these fair values (including a risk-adjusted discount rate), and actual earn-out payments could differ from these estimated fair values.
Off-balance Sheet Arrangements
We have no off-balance sheet arrangements.
Cash Flows
Our cash flows were comprised of the following:
| (In thousands) | Years Ended December 31, | ||||||||||||||||
| 2020 | 2019 | Change ($) | |||||||||||||||
| Net cash provided by operating activities | $ | 44,079 | $ | 92,804 | $ | (48,725) | |||||||||||
| Net cash used by investing activities | (140,706) | (169,594) | 28,888 | ||||||||||||||
| Net cash provided by financing activities | 160,939 | 77,836 | 83,103 | ||||||||||||||
| Net increase in cash, before the effect of exchange rate changes | 64,312 | 1,046 | 63,266 | ||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | — | 38 | (38) | ||||||||||||||
| Net increase in cash, cash equivalents, and restricted cash | $ | 64,312 | $ | 1,084 | $ | 63,228 | |||||||||||
Net cash from operating activities
Net cash from the operating activities consists of net income (loss), offset by certain non-cash adjustments, and changes in our working capital. Operating cash flows and changes in working capital were as follows:
| (In thousands) | Years Ended December 31, | ||||||||||||||||
| 2020 | 2019 | Change ($) | |||||||||||||||
| Net income (loss) | $ | (342,755) | $ | 48,148 | $ | (390,903) | |||||||||||
| Non-cash adjustments | 384,011 | 47,032 | 336,979 | ||||||||||||||
| Operating cash flows before changes in operating assets and liabilities | 41,256 | 95,180 | (53,924) | ||||||||||||||
| Changes in operating assets and liabilities | 2,823 | (2,376) | 5,199 | ||||||||||||||
| Net cash provided by operating activities | $ | 44,079 | $ | 92,804 | $ | (48,725) | |||||||||||
Net cash provided by operating activities for 2020 included $41.3 million of operating cash flows before changes in operating assets and liabilities and $2.8 million of changes in operating assets and liabilities. For the year ended December 31, 2020 compared to the year ended December 31, 2019, the $53.9 million decrease in operating cash flows before changes in operating assets and liabilities was primarily due to the following factors:
•Operating income from our Tax Preparation business decreased $46.6 million; and
•Executive transition costs of $10.7 million were recognized due to the departure of certain Company executives.
The changes in operating assets and liabilities of $5.2 million were primarily due to working capital adjustments from the 1st Global Acquisition in 2019.
Blucora, Inc. | 2020 Form 10-K 61
Net cash from investing activities
Net cash used by investing activities consists of business acquisitions, net of cash acquired, purchases of property and equipment, proceeds from the sale of a business, and the acquisition of a customer relationship. Investing cash flows were as follows:
| (In thousands) | Years Ended December 31, | ||||||||||||||||
| 2020 | 2019 | Change ($) | |||||||||||||||
| Business acquisition, net of cash acquired | $ | (101,910) | $ | (166,560) | $ | 64,650 | |||||||||||
| Purchases of property and equipment | (36,002) | (10,501) | (25,501) | ||||||||||||||
| Proceeds from sale of a business, net of cash | 349 | 7,467 | (7,118) | ||||||||||||||
| Acquisition of customer relationships | (3,143) | — | $ | (3,143) | |||||||||||||
| Net cash used by investing activities | $ | (140,706) | $ | (169,594) | $ | 28,888 | |||||||||||
Net cash used by investing activities was $140.7 million and $169.6 million for the year ended December 31, 2020 and 2019, respectively. The $28.9 million decrease in cash used by investing activities was primarily due to cash outlays for the HKFS Acquisition in July 2020 as compared to the 1st Global Acquisition in May 2019. This decrease was partially offset by an increase in cash outlays for office equipment and leasehold improvements related to the new headquarters office building, as well as additional capitalized software costs. Net cash from investing activities for the year ended December 31, 2019 also included $7.5 million in net proceeds received from the sale of SimpleTax.
Net cash from financing activities
Net cash from the financing activities primarily consists of transactions related to the issuance of debt and stock. Our financing activities tend to fluctuate from period-to-period based upon our financing needs. Financing cash flows were as follows:
| (In thousands) | Years Ended December 31, | ||||||||||||||||
| 2020 | 2019 | Change ($) | |||||||||||||||
| Proceeds from credit facilities, net of debt issuance costs and debt discount | $ | 226,278 | $ | 131,489 | $ | 94,789 | |||||||||||
| Payments on credit facilities | (66,531) | (313) | (66,218) | ||||||||||||||
| Stock repurchases | — | (28,399) | 28,399 | ||||||||||||||
| Payment of redeemable noncontrolling interests | — | (24,945) | 24,945 | ||||||||||||||
| Proceeds from stock option exercises | 97 | 4,387 | (4,290) | ||||||||||||||
| Proceeds from issuance of stock through employee stock purchase plan | 2,258 | 2,212 | 46 | ||||||||||||||
| Tax payments from shares withheld for equity awards | (1,163) | (5,652) | 4,489 | ||||||||||||||
| Contingent consideration payments for business acquisition | — | (943) | 943 | ||||||||||||||
| Net cash provided by financing activities | $ | 160,939 | $ | 77,836 | $ | 83,103 | |||||||||||
Net cash provided by financing activities for the year ended December 31, 2020 primarily consisted of $226.3 million of additional borrowings under the Senior Credit Facility (which included a $175.0 million increase to our Term Loan in July 2020 in order to fund the HKFS Acquisition), partially offset by $66.5 million of repayments on existing indebtedness.
Net cash provided by financing activities for the year ended December 31, 2019 primarily consisted of $131.5 million of additional borrowings under the Senior Credit Facility to finance the 1st Global Acquisition and $6.6 million of combined proceeds from the issuance of common stock related to stock option exercises and the employee stock purchase plan. These cash inflows were partially offset by cash outflows of $28.4 million for share repurchases, $24.9 million to settle redeemable noncontrolling interests related to the acquisition of HD Vest in 2015, and $5.7 million in tax payments from shares withheld for equity awards.
Blucora, Inc. | 2020 Form 10-K 62
Critical Accounting Policies and Estimates
This Management’s Discussion and Analysis of Financial Condition and Results of Operations and the disclosures included elsewhere in this Annual Report on Form 10-K are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and disclosure of contingencies. In some cases, we could have reasonably used different accounting policies and estimates.
The SEC has defined a company’s most critical accounting policies as the ones that are the most important to the portrayal of the company’s financial condition and results of operations and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. On an ongoing basis, we evaluate the estimates used. We base our estimates on historical experience, current conditions, and on various other assumptions that we believe to be reasonable under the circumstances and, based on information available to us at that time, we make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources as well as identify and assess our accounting treatment with respect to commitments and contingencies. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions. We believe the following critical accounting policies involve the most significant judgments and estimates used in the preparation of our consolidated financial statements, and we continually update and assess the facts and circumstances regarding all of these critical accounting matters and other significant accounting matters affecting estimates in our financial statements. These critical accounting estimates are also described in "Item 8. Financial Statements and Supplementary Data—Note 2.”
Wealth Management revenue recognition
Wealth management revenue primarily consists of advisory revenue, commission revenue, asset-based revenue, and transaction and fee revenue. Wealth management revenue is earned from customers primarily located in the United States.
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
Blucora, Inc. | 2020 Form 10-K 63
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. Tax Preparation revenue is earned from customers primarily located in the United States.
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.
Income taxes
We account for income taxes under the asset and liability method, under which deferred tax assets, including net operating loss carryforwards, and 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 that a portion will not be realized. We consider many factors when assessing the likelihood of future realization of the 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%
Blucora, Inc. | 2020 Form 10-K 64
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.
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.
Impairment of goodwill
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.
Blucora, Inc. | 2020 Form 10-K 65
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.
Recent Accounting Pronouncements
See “Item 8. Financial Statements and Supplementary Data—Note 2” for more information on recently issued and adopted accounting pronouncements.
Blucora, Inc. | 2020 Form 10-K 66
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to financial market risk and interest rate risk.
Financial market risk: We do not invest in financial instruments or their derivatives for trading or speculative purposes. By policy, we limit our credit exposure to any one issuer, other than securities issued by the U.S. federal government and its agencies, and do not have any derivative instruments in our investment portfolio. The three primary goals that guide our investment decisions, with the first being the most important to us, are: to preserve capital, maintain ease of conversion into immediate liquidity, and achieve a rate of return over a pre-determined benchmark. As of December 31, 2020, we were principally invested in money market fund securities. We consider the market value, default, and liquidity risks of our investments to be low at December 31, 2020.
Interest rate risk: At December 31, 2020, our cash equivalent balance of $4.3 million was held in money market funds. We consider the interest rate risk for our cash equivalent securities held at December 31, 2020 to be low. For further detail on our cash equivalents, see “Item 8. Financial Statements and Supplementary Data—Note 2.”
In addition, as of December 31, 2020, we had $563.2 million in principal amount of debt outstanding under the Senior Secured Credit Facility, which carries a degree of interest rate risk. This debt has a floating portion of its interest rate tied to the London Interbank Offered Rate (“LIBOR”). For further information on our outstanding debt, see “Item 8. Financial Statements and Supplementary Data—Note 6.” A hypothetical 100 basis point increase in LIBOR on December 31, 2020 would result in a $19.4 million increase in our interest expense until the scheduled maturity date in 2024.
The following table provides information about our cash equivalent securities as of December 31, 2020, including principal cash flows for 2021 and thereafter and the related weighted average interest rates. Principal amounts and weighted average interest rates by expected year of maturity are as follows (in thousands, except percentages):
| Amount | Weighted Average Interest rate | |||||||
| 2021 | $ | 4,290 | 0.63 | % | ||||
| Thereafter | — | — | ||||||
| Total | $ | 4,290 | 0.63 | % | ||||
| Fair Value | $ | 4,290 | ||||||
Blucora, Inc. | 2020 Form 10-K 67
ITEM 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page | |||||
Blucora, Inc. | 2020 Form 10-K 68
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Blucora, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Blucora, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Blucora, Inc. | 2020 Form 10-K 69
Business Combination
| Description of the Matter | On July 1, 2020, the Company completed its acquisition of Honkamp Krueger Financial Services, “HKFS”, for total purchase consideration of $131.5 million, which included contingent consideration with an initial fair value of $27.6 million related to two potential earn-out payments with a maximum payout of $60 million, as disclosed in Note 3 to the consolidated financial statements. $52.8 million of the total purchase consideration was allocated to the fair value of the customer relationships intangible asset. The transaction was accounted for as a business combination. Auditing management’s accounting for the HKFS acquisition was complex and highly judgmental due to the significant estimation required in determining the initial fair value of the contingent consideration and the customer relationships intangible asset of $27.6 million and $52.8 million, respectively, as of July 1, 2020. The significant estimation was primarily due to the complexity of the valuation models used by management to measure the fair value of the contingent consideration and customer relationships and the sensitivity of the respective fair values to the significant underlying assumptions. The Company used a Monte Carlo simulation model to measure the fair value of the contingent consideration, which is required to be remeasured at fair value each reporting period until settled. The significant assumptions used in the simulation included forecasted advisory asset levels at July 1, 2021 and July 1, 2022, the risk-adjusted discount rate reflecting the risk in the advisory asset projection and the volatility. The Company used a discounted cash flow model to measure the customer relationships intangible asset. The significant assumptions used to estimate the value of the customer relationships included the discount rate, customer attrition rate and projections of revenue growth. These significant assumptions are forward looking and could be affected by future economic and market conditions. | ||||
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to account for acquisitions, including management’s review of the valuation models and assumptions underlying the recognition and valuation of the contingent consideration and customer relationships intangible asset. To test the fair value of the contingent consideration, we performed audit procedures that included, among others, assessing the terms of the arrangement, including the conditions that must be met for the contingent consideration to become payable. We performed procedures to test the completeness and accuracy of the underlying data and to assess the Company’s projected asset forecasts given past performance and economic trends. We also involved our valuation specialists to assist in evaluating the Company's use of a Monte Carlo simulation model and testing the significant assumptions used in the model, including volatility and the risk-adjusted discount rate. To test the fair value of the customer relationships intangible asset, we performed audit procedures that included, among others, testing the significant assumptions used in the model, including the completeness and accuracy of the underlying data. For example, we compared the significant assumptions to current market and economic trends, and to HKFS’ past performance and future forecasts. We involved our valuation specialists to assist in our evaluation of the valuation methodology used and significant assumptions. We have also evaluated the Company’s disclosures in relation to this matter. | ||||
Blucora, Inc. | 2020 Form 10-K 70
Impairment of Goodwill
| Description of the Matter | As disclosed in Note 2 and Note 5 to the consolidated financial statements, goodwill is tested for impairment annually as of November 30, or more frequently if indicators of impairment require the performance of an interim impairment assessment. During the first quarter of 2020, as a result of the market impacts related to the coronavirus outbreak, COVID-19, the Company determined that an interim goodwill impairment triggering event had occurred. The Company performed a quantitative impairment analysis for goodwill, which indicated the goodwill for the Wealth Management reporting unit was impaired. As a result, a non-cash impairment charge of $270.6 million was recorded in the quarter ended March 31, 2020. The Company performed their annual test as of November 30 and concluded that there was no indicator of impairment. Auditing management’s impairment test related to goodwill was complex and highly judgmental due to the significant estimation required in determining the fair value of the reporting unit. The fair value estimate for the reporting unit was sensitive to significant assumptions such as projected future revenue growth rates, future operating margins, the selected discount rate and valuation multiples. | ||||
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment assessment process. This included testing controls over the review of the Company’s forecast as well as controls over the review of the significant assumptions used to estimate the fair value of the reporting unit. To test the fair value of the reporting unit, our audit procedures included, among others, assessing methodologies and testing the significant assumptions and underlying data used by the Company, specifically the projected financial information including the future revenue growth rates, future operating margins and the selected discount rate. We also evaluated the completeness and accuracy of the underlying data supporting the assumptions. Additionally, we compared the significant assumptions used by management to current market and economic trends as well as the Wealth Management reporting unit’s past performance and future forecast. We performed sensitivity analyses on significant assumptions to evaluate the change in the fair value of the reporting unit and assessed the historical accuracy of management’s estimates. In addition, we involved our valuation specialists to assist in evaluating the significant assumptions in the fair value estimate. We have also evaluated the Company’s disclosures in relation to this matter. | ||||
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2012.
Dallas, Texas
February 26, 2021
Blucora, Inc. | 2020 Form 10-K 71
BLUCORA, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| ASSETS | |||||||||||
| 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 | — | 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 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| 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 | — | |||||||||
| 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 | — | (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 | |||||||
See notes to consolidated financial statements.
Blucora, Inc. | 2020 Form 10-K 72
BLUCORA, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands, except per share data)
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Revenue: | |||||||||||||||||
| Wealth management services revenue | $ | 546,189 | $ | 507,979 | $ | 373,174 | |||||||||||
| Tax preparation services revenue | 208,763 | 209,966 | 187,282 | ||||||||||||||
| Total revenue | 754,952 | 717,945 | 560,456 | ||||||||||||||
| Operating expenses: | |||||||||||||||||
| Cost of revenue: | |||||||||||||||||
| Wealth management services cost of revenue | 385,962 | 352,081 | 253,580 | ||||||||||||||
| Tax preparation services cost of revenue | 12,328 | 10,691 | 10,040 | ||||||||||||||
| Amortization of acquired technology | — | — | 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 | — | ||||||||||||||
| 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 | — | ||||||||||||||
| Restructuring | — | — | 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 | — | — | (935) | ||||||||||||||
| Net income (loss) attributable to Blucora, Inc. | $ | (342,755) | $ | 48,148 | $ | 50,634 | |||||||||||
| Net income (loss) per share attributable to Blucora, Inc. (1): | |||||||||||||||||
| Basic | $ | (7.14) | $ | 1.00 | $ | 0.94 | |||||||||||
| Diluted | $ | (7.14) | $ | 0.98 | $ | 0.90 | |||||||||||
| Weighted average shares outstanding: | |||||||||||||||||
| Basic | 47,978 | 48,264 | 47,394 | ||||||||||||||
| Diluted | 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 | — | — | (935) | ||||||||||||||
| Comprehensive income (loss) attributable to Blucora, Inc. | $ | (342,483) | $ | 48,322 | $ | 50,192 | |||||||||||
____________________________
(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.”
See notes to consolidated financial statements.
Blucora, Inc. | 2020 Form 10-K 73
BLUCORA, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
| Redeemable noncontrolling interests | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock | Treasury stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Total | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2017 | $ | 18,033 | 46,366 | $ | 5 | $ | 1,555,560 | $ | (1,014,174) | $ | (4) | — | $ | — | $ | 541,387 | |||||||||||||||||||||||||||||||||||||
| Common stock issued for stock options, restricted stock units, and employee stock purchase plan | — | 1,678 | — | 15,251 | — | — | — | — | 15,251 | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | (442) | — | — | (442) | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | 13,253 | — | — | — | — | 13,253 | ||||||||||||||||||||||||||||||||||||||||||||
| Tax payments from shares withheld for equity awards | — | — | — | (8,362) | — | — | — | — | (8,362) | ||||||||||||||||||||||||||||||||||||||||||||
| Impact of adoption of new accounting guidance related to revenue recognition | — | — | — | — | 1,851 | — | — | — | 1,851 | ||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable noncontrolling interests to redemption value | 5,977 | — | — | (5,977) | — | — | — | — | (5,977) | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | 935 | — | — | — | 50,634 | — | — | — | 50,634 | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2018 | $ | 24,945 | 48,044 | $ | 5 | $ | 1,569,725 | $ | (961,689) | $ | (446) | — | $ | — | $ | 607,595 | |||||||||||||||||||||||||||||||||||||
| Common stock issued for stock options, restricted stock units, and employee stock purchase plan | — | 1,015 | — | 6,599 | — | — | — | — | 6,599 | ||||||||||||||||||||||||||||||||||||||||||||
| Stock repurchases | — | — | — | — | — | — | (1,306) | (28,399) | (28,399) | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | 174 | — | — | 174 | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | 16,300 | — | — | — | — | 16,300 | ||||||||||||||||||||||||||||||||||||||||||||
| Tax payments from shares withheld for equity awards | — | — | — | (5,652) | — | — | — | — | (5,652) | ||||||||||||||||||||||||||||||||||||||||||||
| Impact of adoption of new leases accounting standard | — | — | — | — | (1,636) | — | — | — | (1,636) | ||||||||||||||||||||||||||||||||||||||||||||
| Impact of ASC 842 consolidated deferred tax | — | — | — | — | 386 | — | — | — | 386 | ||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of mandatorily redeemable noncontrolling interests | (22,428) | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Redemption of noncontrolling interests | (2,517) | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | 48,148 | — | — | — | 48,148 | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2019 | $ | — | 49,059 | $ | 5 | $ | 1,586,972 | $ | (914,791) | $ | (272) | (1,306) | $ | (28,399) | $ | 643,515 | |||||||||||||||||||||||||||||||||||||
| Common stock issued for stock options, restricted stock units, and employee stock purchase plan | — | 424 | — | 2,355 | — | — | — | — | 2,355 | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | 272 | — | — | 272 | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | 10,066 | — | — | — | — | 10,066 | ||||||||||||||||||||||||||||||||||||||||||||
| Tax payments from shares withheld for equity awards | — | — | — | (1,163) | — | — | — | — | (1,163) | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | (342,755) | — | — | — | (342,755) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2020 | $ | — | 49,483 | $ | 5 | $ | 1,598,230 | $ | (1,257,546) | $ | — | (1,306) | $ | (28,399) | $ | 312,290 | |||||||||||||||||||||||||||||||||||||
See notes to consolidated financial statements.
Blucora, Inc. | 2020 Form 10-K 74
BLUCORA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 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 | — | ||||||||||||||
| Reduction of right-of-use lease assets | 8,908 | 4,425 | — | ||||||||||||||
| 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 | — | — | 1,534 | ||||||||||||||
| Gain on sale of a business | (349) | (3,256) | — | ||||||||||||||
| Change in fair value of acquisition-related contingent consideration | 8,300 | — | — | ||||||||||||||
| Accretion of lease liability | 1,922 | 599 | — | ||||||||||||||
| 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) | — | ||||||||||||||
| 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) | — | ||||||||||||||
| Purchases of property and equipment | (36,002) | (10,501) | (7,633) | ||||||||||||||
| Proceeds from sale of a business, net of cash | 349 | 7,467 | — | ||||||||||||||
| Acquisition of customer relationships | (3,143) | — | — | ||||||||||||||
| 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 | — | ||||||||||||||
| Payments on credit facilities | (66,531) | (313) | (80,000) | ||||||||||||||
| Stock repurchases | — | (28,399) | — | ||||||||||||||
| Payment of redeemable noncontrolling interests | — | (24,945) | — | ||||||||||||||
| 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 | — | (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 | — | 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 | $ | — | $ | — | |||||||||||
See notes to consolidated financial statements.
Blucora, Inc. | 2020 Form 10-K 75
BLUCORA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2020, 2019, and 2018
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.
Blucora, Inc. | 2020 Form 10-K 76
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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.
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.
Blucora, Inc. | 2020 Form 10-K 77
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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
Blucora, Inc. | 2020 Form 10-K 78
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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
Blucora, Inc. | 2020 Form 10-K 79
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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.
Blucora, Inc. | 2020 Form 10-K 80
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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
Blucora, Inc. | 2020 Form 10-K 81
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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
Blucora, Inc. | 2020 Form 10-K 82
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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.”
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.”
Blucora, Inc. | 2020 Form 10-K 83
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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 HKFS Acquisition Date | Purchase Price Allocation Adjustments Since HKFS Acquisition Date | 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.
Blucora, Inc. | 2020 Form 10-K 84
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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.
Blucora, Inc. | 2020 Form 10-K 85
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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 1st Global Acquisition Date (in months) | ||||||||||
| 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.
Blucora, Inc. | 2020 Form 10-K 86
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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.
Blucora, Inc. | 2020 Form 10-K 87
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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.
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 | |||||||||||
Blucora, Inc. | 2020 Form 10-K 88
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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.
Blucora, Inc. | 2020 Form 10-K 89
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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 | |||||||||||
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.
Blucora, Inc. | 2020 Form 10-K 90
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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.
Blucora, Inc. | 2020 Form 10-K 91
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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
Blucora, Inc. | 2020 Form 10-K 92
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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.
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
Blucora, Inc. | 2020 Form 10-K 93
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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.
Blucora, Inc. | 2020 Form 10-K 94
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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
Blucora, Inc. | 2020 Form 10-K 95
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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.
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.
Blucora, Inc. | 2020 Form 10-K 96
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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.
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 | |||||||||||||||
Blucora, Inc. | 2020 Form 10-K 97
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
| 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.
As of December 31, 2019, the Revolver’s principal amount outstanding approximated its fair value as the Revolver is a variable rate instrument and its applicable margin approximated market conditions. As of December 31, 2020, we had no amounts outstanding under the Revolver.
Blucora, Inc. | 2020 Form 10-K 98
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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.
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):
Blucora, Inc. | 2020 Form 10-K 99
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
| 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.
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 -to-three years, with the majority of awards vesting over three years. For stock options and time-based RSUs, one-third of the award vests one year after the date of grant, with the remainder of the award vesting ratably thereafter on an annual basis. For performance-based RSUs, these awards typically cliff vest following a three-year performance period based on the achievement of company-
Blucora, Inc. | 2020 Form 10-K 100
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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 (in thousands) | 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 (in thousands) | 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.
Blucora, Inc. | 2020 Form 10-K 101
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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.
Blucora, Inc. | 2020 Form 10-K 102
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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 | ||||||||
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.
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.
Blucora, Inc. | 2020 Form 10-K 103
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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.
Blucora, Inc. | 2020 Form 10-K 104
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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.
Blucora, Inc. | 2020 Form 10-K 105
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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.
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.
Blucora, Inc. | 2020 Form 10-K 106
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2020, 2019, and 2018
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.
Blucora, Inc. | 2020 Form 10-K 107
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2020 to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013 framework) issued by the Committee of the Sponsoring Organizations of the Treadway Commission.
Based on our evaluation under the framework in Internal Control – Integrated Framework (2013 framework), our management concluded that our internal control over financial reporting was effective as of December 31, 2020.
We acquired HKFS on July 1, 2020. Management excluded HKFS from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2020. HKFS’s total assets and net assets constituted 2% and 6% of total and net assets, respectively, as of December 31, 2020 and 3% of total revenues for the year ended December 31, 2020.
Ernst & Young LLP has audited the effectiveness of our internal control over financial reporting as of December 31, 2020, and its report is included below.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fourth quarter of 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Blucora, Inc. | 2020 Form 10-K 108
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Blucora, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Blucora, Inc.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Blucora, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.
As indicated in the accompanying Management's Report on Internal Control over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Honkamp Krueger Financial Services, HKFS, which is included in the December 31, 2020 consolidated financial statements of the Company and constituted 2% and 6% of total assets and net assets, respectively, as of December 31, 2020 and 3% of revenues for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of HKFS.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Blucora, Inc. as of December 31, 2020 and 2019, the related consolidated statements of comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes, and our report dated February 26, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Blucora, Inc. | 2020 Form 10-K 109
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Dallas, Texas
February 26, 2021
Blucora, Inc. | 2020 Form 10-K 110
ITEM 9B. Other Information
None.
Blucora, Inc. | 2020 Form 10-K 111
PART III
As permitted by the rules of the SEC, we have omitted certain information from Part III of this Annual Report on Form 10-K. We intend to file a Definitive Proxy Statement (the “Proxy Statement”) with the Securities and Exchange Commission relating to our annual meeting of stockholders not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and such information is incorporated by reference herein.
ITEM 10. Directors, Executive Officers, and Corporate Governance
The information required in response to this Item 10 is incorporated by reference herein to our Proxy Statement.
ITEM 11. Executive Compensation
The information required in response to this Item 11 is incorporated by reference herein to our Proxy Statement.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required in response to this Item 12 is incorporated by reference herein to our Proxy Statement.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
The information required in response to this Item 13 is incorporated by reference herein to our Proxy Statement.
ITEM 14. Principal Accounting Fees and Services
The information required in response to this Item 14 is incorporated by reference herein to our Proxy Statement.
Blucora, Inc. | 2020 Form 10-K 112
PART IV
ITEM 15. Exhibits, Financial Statement Schedules
(a) Financial Statements and Schedules
1. Consolidated Financial Statements
See “Item 8. Financial Statements and Supplementary Data.”
2. Financial Statement Schedules
All financial statement schedules required by Item 15(a)(2) have been omitted because they are not applicable or the required information is presented in the Consolidated Financial Statements or Notes thereto.
3. Exhibits
The exhibits required by Item 601 of Regulation S-K are set forth below.
(b) Exhibits
Blucora, Inc. | 2020 Form 10-K 113
INDEX TO EXHIBITS
Exhibit Number | Exhibit Description | Form | Date of First Filing | Exhibit Number | Filed Herewith | |||||||||||||||||||||||||||
| Stock Purchase Agreement between Blucora, Inc., Monoprice Holdings, Inc. and YFC-Boneagle Electric Co., LTD, dated November 14, 2016 | 8-K | November 15, 2016 | 2.1 | |||||||||||||||||||||||||||||
| Stock Purchase Agreement, dated as of March 18, 2019, by and among 1G Acquisitions, LLC, 1st Global, Inc., 1st Global Insurance Services, Inc., the sellers named therein and joinder sellers, SAB Representative, LLC, as the sellers’ representative, and Blucora, Inc., as guarantor | 8-K | March 19, 2019 | 2.1 | |||||||||||||||||||||||||||||
| Stock Purchase Agreement, dated as of January 6, 2020, by and among Blucora, Inc., Honkamp Krueger Financial Services, Inc., the sellers named therein, and JRD Seller Representative, LLC, as the sellers’ representative, as amended by First Amendment to Stock Purchase Agreement, dated April 7, 2020 and Second Amendment to Stock Purchase Agreement dated June 30, 2020 | 8-K | July 1, 2020 | 2.1 | |||||||||||||||||||||||||||||
| Restated Certificate of Incorporation, as filed with the Secretary of the State of Delaware on August 10, 2012 | 8-K (No. 000-25131) | August 13, 2012 | 3.1 | |||||||||||||||||||||||||||||
| Certificate of Amendment to the Restated Certificate of Incorporation of Blucora, Inc. filed with the Secretary of State of Delaware on June 1, 2017 | 8-K | June 5, 2017 | 3.1 | |||||||||||||||||||||||||||||
| Certificate of Amendment to the Restated Certificate of Incorporation of Blucora, Inc. filed with the Secretary of State of Delaware on June 8, 2018 | 8-K | June 8, 2018 | 3.1 | |||||||||||||||||||||||||||||
| Amended and Restated Bylaws of Blucora, Inc., dated July 15, 2020 | 8-K | July 16, 2020 | 3.1 | |||||||||||||||||||||||||||||
| Description of Securities | X | |||||||||||||||||||||||||||||||
| Restated 1996 Flexible Stock Incentive Plan, as amended and restated effective as of June 5, 2012 | S-8 (No. 333-198645) | September 8, 2014 | 99.1 | |||||||||||||||||||||||||||||
| Blucora, Inc. 2015 Incentive Plan, as Amended and Restated | DEF 14A | April 25, 2016 | App-endix A | |||||||||||||||||||||||||||||
| Form of Blucora, Inc. 2015 Incentive Plan Nonqualified Stock Option Grant Notice | 10-Q | July 30, 2015 | 10.2 | |||||||||||||||||||||||||||||
| Form of Blucora, Inc. 2015 Incentive Plan Restricted Stock Unit Grant Notice | 10-Q | July 30, 2015 | 10.3 | |||||||||||||||||||||||||||||
| Form of Nonqualified Stock Option Agreement for Executive Officers under the Blucora, Inc. 2015 Incentive Plan, as amended and restated | 8-K | February 23, 2018 | 10.2 | |||||||||||||||||||||||||||||
| Form of Time-Based Restricted Stock Unit Agreement for Executive Officers under the Blucora, Inc. 2015 Incentive Plan, as amended and restated | 8-K | February 23, 2018 | 10.3 | |||||||||||||||||||||||||||||
| Form of Performance-Based Restricted Stock Unit Agreement for Executive Officers under the Blucora, Inc. 2015 Incentive Plan, as amended and restated | 8-K | February 23, 2018 | 10.4 | |||||||||||||||||||||||||||||
| Form of Nonqualified Stock Option Grant Notice and Agreement for Nonemployee Directors under the Blucora, Inc. 2015 Incentive Plan | 10-Q | April 28, 2016 | 10.3 | |||||||||||||||||||||||||||||
| Form of Nonqualified Stock Option Grant Notice and Agreement for Nonemployee Chairman of the Board under the Blucora, Inc. 2015 Incentive Plan | 10-Q | April 28, 2016 | 10.4 | |||||||||||||||||||||||||||||
| Form of Director Restricted Stock Unit Grant Notice and Award Agreement for Initial Grants to New Directors under the Amended and Restated Blucora, Inc. 2015 Incentive Plan | 10-Q | July 27, 2017 | 10.3 | |||||||||||||||||||||||||||||
| Form of Director Restricted Stock Unit Grant Notice and Award Agreement for Annual Grants to Directors under the Amended and Restated Blucora, Inc. 2015 Incentive Plan | 10-Q | July 27, 2017 | 10.4 | |||||||||||||||||||||||||||||
Blucora, Inc. | 2020 Form 10-K 114
| Blucora, Inc. 2018 Long-Term Incentive Plan | DEF 14A | April 19, 2018 | App-endix A | |||||||||||||||||||||||||||||
| Amendment No. 1 to the Blucora, Inc. 2018 Long-Term Incentive Plan | DEF 14A | April 9, 2020 | App-endix B | |||||||||||||||||||||||||||||
| Form of Nonqualified Stock Option Award Agreement for Executive Officers under the Blucora, Inc. 2018 Long-Term Incentive Plan | 10-K | February 28, 2020 | 10.13 | |||||||||||||||||||||||||||||
| Form of Time-Based Restricted Stock Unit Award Agreement for Executive Officers under the Blucora, Inc. 2018 Long-Term Incentive Plan | 10-K | February 28, 2020 | 10.14 | |||||||||||||||||||||||||||||
| Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers under the Blucora, Inc. 2018 Long-Term Incentive Plan | 10-K | February 28, 2020 | 10.15 | |||||||||||||||||||||||||||||
| Form of Director Restricted Stock Unit Grant Notice and Award Agreement for Initial Grants to New Directors under the Blucora, Inc. 2018 Long-Term Incentive Plan | 10-K | February 28, 2020 | 10.16 | |||||||||||||||||||||||||||||
| Form of Director Restricted Stock Unit Grant Notice and Award Agreement for Annual Grants to Directors under Blucora, Inc. 2018 Long-Term Incentive Plan | 10-K | February 28, 2020 | 10.17 | |||||||||||||||||||||||||||||
| Blucora, Inc. 2016 Equity Inducement Plan | S-8 | January 29, 2016 | 99.1 | |||||||||||||||||||||||||||||
| Amendment No. 1 to Blucora, Inc. 2016 Inducement Plan | S-8 | October 14, 2016 | 99.1 | |||||||||||||||||||||||||||||
| Amendment No. 2 to the Blucora, Inc. 2016 Inducement Plan | 8-K | May 25, 2018 | 10.1 | |||||||||||||||||||||||||||||
| Amendment No. 3 to the Blucora, Inc. 2016 Equity Inducement Plan | 8-K | May 28, 2020 | 10.3 | |||||||||||||||||||||||||||||
| Form of Restricted Stock Unit Grant Notice and Award Agreement for Initial Grants to Newly-Hired Executive Officers Under the Blucora, Inc. 2016 Equity Inducement Plan, as amended | 10-Q | October 31, 2018 | 10.2 | |||||||||||||||||||||||||||||
| Form of Nonqualified Stock Option Grant Notice and Agreement under the Blucora, Inc. 2016 Equity Inducement Plan | 10-Q | May 6, 2020 | 10.6 | |||||||||||||||||||||||||||||
| Form of Restricted Stock Unit Grant Notice and Award Agreement under the Blucora, Inc. 2016 Equity Inducement Plan | 10-Q | May 6, 2020 | 10.5 | |||||||||||||||||||||||||||||
| Blucora, Inc. 2018 Annual Incentive Plan | 8-K | February 23, 2018 | 10.1 | |||||||||||||||||||||||||||||
| Employment Agreement by and between Blucora, Inc. and Ann Bruder, dated June 19, 2017 | 10-Q | July 27, 2017 | 10.2 | |||||||||||||||||||||||||||||
| Employment Agreement by and between Blucora, Inc. and Todd Mackay, dated December 24, 208 | 10-K | March 1, 2019 | 10.33 | |||||||||||||||||||||||||||||
| Employment Agreement by and between Blucora, Inc. and Curtis Campbell, dated October 12, 2018 | 10-K | March 1, 2019 | 10.34 | |||||||||||||||||||||||||||||
| Separation and Release Agreement by and between Blucora, Inc. and Davinder Athwal, dated January 6, 2020 | 10-K | February 28, 2020 | 10.30 | |||||||||||||||||||||||||||||
| General Release and Waiver of Claims by and between Blucora, Inc. and John Clendening, dated January 15, 2020 | 10-K | February 28, 2020 | 10.31 | |||||||||||||||||||||||||||||
| Employment Agreement by and between Blucora, Inc. and Christopher W. Walters, dated January 17, 2020 | X | |||||||||||||||||||||||||||||||
| Form of Employment Agreement by and between Blucora, Inc. and certain executive officers | 8-K | April 22, 2020 | 10.1 | |||||||||||||||||||||||||||||
| Blucora, Inc. Executive Change of Control Severance Plan, including the form of Participation Agreement as Appendix A thereto | 8-K | January 19, 2021 | 10.1 | |||||||||||||||||||||||||||||
Blucora, Inc. | 2020 Form 10-K 115
| Credit Agreement, dated May 22, 2017, among Blucora, Inc., as borrower, and most of its direct and indirect domestic subsidiaries, as guarantors, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and each lender from time to time a party to the Credit Agreement | 8-K | May 23, 2017 | 10.1 | |||||||||||||||||||||||||||||
| First Amendment, dated November 28, 2017, among Blucora, Inc., as borrower, and most of its direct and indirect domestic subsidiaries, as guarantors, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and each lender party to the First Amendment | 8-K | November 29, 2017 | 10.1 | |||||||||||||||||||||||||||||
| Second Amendment to Credit Agreement, dated May 6, 2019, among Blucora, Inc., as borrower, most of its direct and indirect domestic subsidiaries, as guarantors, and JPMorgan Chase Bank, N.A., as successor administrative agent and successor collateral agent, and each lender party to the Second Amendment | 8-K | May 6, 2019 | 10.1 | |||||||||||||||||||||||||||||
| Third Amendment to Credit Agreement, dated May 1, 2020, among Blucora, Inc., as borrower, most of its direct and indirect domestic subsidiaries, as guarantors, JPMorgan Chase Bank, N.A., as successor administrative agent and successor collateral agent, and each lender party to the Third Amendment | 10-Q | May 6, 2020 | 10.7 | |||||||||||||||||||||||||||||
| Fourth Amendment to Credit Agreement, dated July 1, 2020, among Blucora, Inc., as borrower, most of its direct and indirect domestic subsidiaries, as guarantors, JPMorgan Chase Bank, N.A., as successor administrative agent and successor collateral agent, and each lender party to the Fourth Amendment | 8-K | July 1, 2020 | 10.1 | |||||||||||||||||||||||||||||
| Lease Agreement between BDDC, Inc. and Blucora, Inc., dated May 10, 2019 | 10-K | February 28, 2020 | 10.36 | |||||||||||||||||||||||||||||
| Blucora, Inc., 2016 Employee Stock Purchase Plan | DEF 14A | April 25, 2016 | App-endix B | |||||||||||||||||||||||||||||
| Amendment No. 1 to the Blucora, Inc. Employee Stock Purchase Plan | 10-Q | August 1, 2018 | 99.1 | |||||||||||||||||||||||||||||
| Amendment No. 2 to the Blucora, Inc. 2016 Employee Stock Purchase Plan | DEF 14A | April 9, 2020 | App-endix C | |||||||||||||||||||||||||||||
| Blucora, Inc. Non-Employee Director Compensation Policy | 10-Q | August 8, 2019 | 10.2 | |||||||||||||||||||||||||||||
| Blucora, Inc. Director Tax-Smart Deferral Plan | 10-K | March 1, 2019 | 10.51 | |||||||||||||||||||||||||||||
| Blucora, Inc. Executive Officer Tax-Smart Deferral Plan | 10-K | March 1, 2019 | 10.52 | |||||||||||||||||||||||||||||
| First Amendment to Blucora, Inc. Director Tax-Smart Deferral Plan | 10-K | February 28, 2020 | 10.42 | |||||||||||||||||||||||||||||
| First Amendment to Blucora, Inc. Executive Officer Tax-Smart Deferral Plan | 10-K | February 28, 2020 | 10.43 | |||||||||||||||||||||||||||||
| Form of Indemnification Agreement | 10-K | February 28, 2020 | 10.44 | |||||||||||||||||||||||||||||
| Principal Subsidiaries of the Registrant | X | |||||||||||||||||||||||||||||||
| Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | X | |||||||||||||||||||||||||||||||
| Power of Attorney (contained on the signature page hereto) | X | |||||||||||||||||||||||||||||||
| Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||||||||||||||||||||||
| Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||||||||||||||||||||||
| Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||||||||||||||||||||||
| Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||||||||||||||||||||||
Blucora, Inc. | 2020 Form 10-K 116
| 101 | The following financial statements from the Company’s 10-K for the fiscal year ended December 31, 2020, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements | X | ||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and Contained in Exhibit 101) | X | ||||||||||||||||||||||||||||||
____________________________
| * | Indicates a management contract or compensatory plan or arrangement. | ||||||||||
| ^ | Certain portions of the exhibit have been omitted. | ||||||||||
| # | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Blucora, Inc. hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission. | ||||||||||
| ** | The certifications attached as Exhibits 32.1 and 32.2 are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Blucora, Inc. under the Securities Act of 1933, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. | ||||||||||
(c) Financial Statements and Schedules
See Item 15(a) above.
ITEM 16. Form 10-K Summary
None.
Blucora, Inc. | 2020 Form 10-K 117
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BLUCORA, INC. | ||||||||
| By: | /s/ Christopher W. Walters | |||||||
Christopher W. Walters President and Chief Executive Officer | ||||||||
| Date: | February 26, 2021 | |||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ann J. Bruder as his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities to execute any amendments to this Annual Report on Form 10-K, and to file the same, exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that the said attorney-in-fact, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Christopher W. Walters | President, Chief Executive Officer, and Director (Principal Executive Officer) | February 26, 2021 | ||||||||||||
| Christopher W. Walters | ||||||||||||||
| /s/ Marc Mehlman | Chief Financial Officer (Principal Financial Officer) | February 26, 2021 | ||||||||||||
| Marc Mehlman | ||||||||||||||
| /s/ Stacy A. Murray | Chief Accounting Officer (Principal Accounting Officer) | February 26, 2021 | ||||||||||||
| Stacy A. Murray | ||||||||||||||
| /s/ Georganne C. Proctor | Chair and Director | February 26, 2021 | ||||||||||||
| Georganne C. Proctor | ||||||||||||||
| /s/ Steven Aldrich | Director | February 26, 2021 | ||||||||||||
| Steven Aldrich | ||||||||||||||
| /s/ Mark A. Ernst | Director | February 26, 2021 | ||||||||||||
| Mark A. Ernst | ||||||||||||||
| /s/ E.Carol Hayles | Director | February 26, 2021 | ||||||||||||
| E. Carol Hayles | ||||||||||||||
| /s/ John MacIlwaine | Director | February 26, 2021 | ||||||||||||
| John MacIlwaine | ||||||||||||||
| /s/ Karthik Rao | Director | February 26, 2021 | ||||||||||||
| Karthik Rao | ||||||||||||||
| /s/ Jana R. Schreuder | Director | February 26, 2021 | ||||||||||||
| Jana R. Schreuder | ||||||||||||||
| /s/ Mary S. Zappone | Director | February 26, 2021 | ||||||||||||
Mary S. Zappone | ||||||||||||||
Blucora, Inc. | 2020 Form 10-K 118