UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2020~~March 31, 2021


☐			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)			(I.R.S. 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

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. ý Yes o 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). ý Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the 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	ý☐	Accelerated filer	☐ý
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ý No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of ~~July 31, 2020, 48,037,939~~April 28, 2021, 48,416,216 shares of the registrant’s Common Stock were outstanding.

TABLE OF CONTENTS


PART I—FINANCIAL INFORMATION			Page
Item 1.	Financial Statements	5
	Unaudited Condensed Consolidated Balance Sheets	5
	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)	6
	Unaudited Condensed Consolidated Statements of Stockholders' Equity	7
	Unaudited Condensed Consolidated Statements of Cash Flows	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2120
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4341
Item 4.	Controls and Procedures	4341

PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	4341
Item 1A.	Risk Factors	4441
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4642
Item 3.	Defaults Upon Senior Securities	4742
Item 4.	Mine Safety Disclosures	4742
Item 5.	Other Information	4742
Item 6.	Exhibits	4843

Signatures			4944

This report includes some of the 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, ~~TaxAct, Tax-Smart Investing, Capital Gains Analyzer, Tax-Loss Harvester,~~ and ~~Social Security Planner.~~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 ~~document.~~report.

Blucora, Inc. | ~~Q2 2020~~Q1 2021 Form 10-Q 2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q”) 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 I, Item 2 of this Form 10-Q 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. ~~These forward-looking statements include,~~Actual results may differ significantly from management’s expectations due to various risks and uncertainties including, but ~~are~~ not limited ~~to, statements regarding:~~to:

•the impact of the ~~coronavirus~~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 ~~relief;~~government actions;

•our ability to effectively compete within our ~~industry;~~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;~~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. and the Securities and Exchange ~~Commission;~~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 software 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;

Blucora, Inc. | Q1 2021 Form 10-Q 3

•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;

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 3~~

•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, the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019,~~2020, as supplemented by those identified under Part II, Item 1A, “Risk Factors” and elsewhere in this Form 10-Q, as well as in our other filings with the SEC. All forward-looking statements speak only as of the date of this Form 10-Q. 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-Q or to reflect the occurrence of unanticipated events, except as required by law.

Blucora, Inc. | ~~Q2 2020~~Q1 2021 Form 10-Q 4

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BLUCORA, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	90,081	$	80,820	Cash and cash equivalents	$	191,803	$	150,125
Cash segregated under federal or other regulations	Cash segregated under federal or other regulations	1,266		5,630		Cash segregated under federal or other regulations	2,241		637
Accounts receivable, net of allowance	Accounts receivable, net of allowance	15,913		16,266		Accounts receivable, net of allowance	24,348		12,736
Commissions receivable		15,590		21,176
Commissions and advisory fees receivable						Commissions and advisory fees receivable	26,021		26,132
Other receivables	Other receivables	5,711		2,902		Other receivables	186		717
Prepaid expenses and other current assets, net	Prepaid expenses and other current assets, net	10,237		12,349		Prepaid expenses and other current assets, net	12,015		10,321
Total current assets	Total current assets	138,798		139,143		Total current assets	256,614		200,668
Long-term assets:	Long-term assets:					Long-term assets:
Property and equipment, net	Property and equipment, net	43,793		18,706		Property and equipment, net	64,160		58,500
Right-of-use assets, net	Right-of-use assets, net	27,653		10,151		Right-of-use assets, net	22,886		23,455
Goodwill, net	Goodwill, net	391,084		662,375		Goodwill, net	454,821		454,821
Other intangible assets, net	Other intangible assets, net	275,790		290,211		Other intangible assets, net	315,294		322,179
Deferred tax asset, net		1,613		9,997

Other long-term assets	Other long-term assets	3,749		6,989		Other long-term assets	5,342		4,569
Total long-term assets	Total long-term assets	743,682		998,429		Total long-term assets	862,503		863,524
Total assets	Total assets	$	882,480	$	1,137,572	Total assets	$	1,119,117	$	1,064,192
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	13,689	$	10,969	Accounts payable	$	22,019	$	9,290
Commissions and advisory fees payable	Commissions and advisory fees payable	14,695		19,905		Commissions and advisory fees payable	18,762		19,021
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	35,114		36,144		Accrued expenses and other current liabilities	72,735		56,419
Deferred revenue—current	Deferred revenue—current	4,178		12,014		Deferred revenue—current	5,280		12,298
Lease liabilities—current	Lease liabilities—current	1,251		3,272		Lease liabilities—current	3,327		2,304
Current portion of long-term debt, net	Current portion of long-term debt, net	1,230		11,228		Current portion of long-term debt, net	1,786		1,784
Total current liabilities	Total current liabilities	70,157		93,532		Total current liabilities	123,909		101,116
Long-term liabilities:	Long-term liabilities:					Long-term liabilities:
Long-term debt, net	Long-term debt, net	381,561		381,485		Long-term debt, net	552,684		552,553

Deferred tax liability, net						Deferred tax liability, net	30,394		30,663
Deferred revenue—long-term	Deferred revenue—long-term	6,709		7,172		Deferred revenue—long-term	6,015		6,247
Lease liabilities—long-term	Lease liabilities—long-term	36,407		5,916		Lease liabilities—long-term	35,723		36,404
Other long-term liabilities	Other long-term liabilities	6,785		5,952		Other long-term liabilities	25,738		24,919
Total long-term liabilities	Total long-term liabilities	431,462		400,525		Total long-term liabilities	650,554		650,786
Total liabilities	Total liabilities	501,619		494,057		Total liabilities	774,463		751,902

Commitments and contingencies (Note 10)
Commitments and contingencies (Note 7)						Commitments and contingencies (Note 7)	0		0

Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Common stock, par value $0.0001 per share—900,000 authorized shares; 49,340 shares issued and 48,034 shares outstanding at June 30, 2020; 49,059 shares issued and 47,753 shares outstanding at December 31, 2019		5		5
Common stock, par value $0.0001 per share—900,000 authorized shares; 49,615 shares issued and 48,309 shares outstanding at March 31, 2021; 49,483 shares issued and 48,177 shares outstanding at December 31, 2020						Common stock, par value $0.0001 per share—900,000 authorized shares; 49,615 shares issued and 48,309 shares outstanding at March 31, 2021; 49,483 shares issued and 48,177 shares outstanding at December 31, 2020	5		5
Additional paid-in capital	Additional paid-in capital	1,589,895		1,586,972		Additional paid-in capital	1,602,948		1,598,230
Accumulated deficit	Accumulated deficit	(1,180,640)		(914,791)		Accumulated deficit	(1,229,900)		(1,257,546)
Accumulated other comprehensive loss		—		(272)
Treasury stock, at cost—1,306 shares at June 30, 2020 and December 31, 2019		(28,399)		(28,399)

Treasury stock, at cost—1,306 shares at March 31, 2021 and December 31, 2020						Treasury stock, at cost—1,306 shares at March 31, 2021 and December 31, 2020	(28,399)		(28,399)
Total stockholders’ equity	Total stockholders’ equity	380,861		643,515		Total stockholders’ equity	344,654		312,290
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	882,480	$	1,137,572	Total liabilities and stockholders’ equity	$	1,119,117	$	1,064,192

See accompanying notes to unaudited condensed consolidated financial statements.

Blucora, Inc. | ~~Q2 2020~~Q1 2021 Form 10-Q 5

BLUCORA, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share data)


		Three months ended June 30,						Six months ended June 30,							Three months ended March 31,
		2020		2019		2020		2019			2021		2020
Revenue:
Revenues:										Revenues:
Wealth management services revenue	Wealth management services revenue	$	115,884	$	127,831	$	260,873	$	217,363	Wealth management services revenue	$	154,491	$	144,989
Tax preparation services revenue		45,238		65,909		163,569		202,145
Tax software services revenue										Tax software services revenue	123,892		118,331
Total revenue	Total revenue	161,122		193,740		424,442		419,508		Total revenue	278,383		263,320
Operating expenses:	Operating expenses:									Operating expenses:
Cost of revenue:	Cost of revenue:									Cost of revenue:
Wealth management services cost of revenue	Wealth management services cost of revenue	83,868		87,477		186,210		148,851		Wealth management services cost of revenue	108,623		102,342
Tax preparation services cost of revenue		3,054		3,149		7,067		7,350

Tax software services cost of revenue										Tax software services cost of revenue	5,578		4,013
Total cost of revenue	Total cost of revenue	86,922		90,626		193,277		156,201		Total cost of revenue	114,201		106,355
Engineering and technology	Engineering and technology	7,377		7,159		15,892		13,688		Engineering and technology	7,128		8,515
Sales and marketing	Sales and marketing	40,057		29,256		119,767		84,828		Sales and marketing	77,562		79,710
General and administrative	General and administrative	20,200		19,002		44,928		36,079		General and administrative	24,685		24,728
Acquisition and integration	Acquisition and integration	2,824		9,183		8,506		10,980		Acquisition and integration	8,103		5,682
Depreciation	Depreciation	1,675		1,315		3,471		2,376		Depreciation	2,300		1,796
Amortization of other acquired intangible assets	Amortization of other acquired intangible assets	6,673		9,169		14,421		17,213		Amortization of other acquired intangible assets	7,175		7,748
Impairment of goodwill	Impairment of goodwill	—		—		270,625		—		Impairment of goodwill	0		270,625
Total operating expenses	Total operating expenses	165,728		165,710		670,887		321,365		Total operating expenses	241,154		505,159
Operating income (loss)	Operating income (loss)	(4,606)		28,030		(246,445)		98,143		Operating income (loss)	37,229		(241,839)
Other loss, net	Other loss, net	(5,288)		(5,118)		(11,423)		(9,076)		Other loss, net	(7,883)		(6,135)
Income (loss) before income taxes	Income (loss) before income taxes	(9,894)		22,912		(257,868)		89,067		Income (loss) before income taxes	29,346		(247,974)
Income tax benefit (expense)		59,539		8,124		(7,981)		4,139
Net income (loss) attributable to Blucora, Inc.		$	49,645	$	31,036	$	(265,849)	$	93,206
Net income (loss) per share attributable to Blucora, Inc.:
Income tax expense										Income tax expense	(1,700)		(67,520)
Net income (loss)										Net income (loss)	$	27,646	$	(315,494)
Net income (loss) per share:										Net income (loss) per share:
Basic	Basic	$	1.04	$	0.64	$	(5.55)	$	1.93	Basic	$	0.57	$	(6.60)
Diluted	Diluted	$	1.03	$	0.62	$	(5.55)	$	1.88	Diluted	$	0.56	$	(6.60)
Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	47,941		48,555		47,884		48,358		Basic	48,261		47,827
Diluted	Diluted	48,092		49,822		47,884		49,681		Diluted	49,097		47,827
Comprehensive income (loss):	Comprehensive income (loss):															Comprehensive income (loss):
Net income (loss)	Net income (loss)	$	49,645	$	31,036	$	(265,849)	$	93,206	Net income (loss)	$	27,646	$	(315,494)
Other comprehensive income	Other comprehensive income	—		131		272		238		Other comprehensive income	0		272
Comprehensive income (loss) attributable to Blucora, Inc.		$	49,645	$	31,167	$	(265,577)	$	93,444
Comprehensive income (loss)										Comprehensive income (loss)	$	27,646	$	(315,222)

See accompanying notes to unaudited condensed consolidated financial statements.

Blucora, Inc. | Q1 2021 Form 10-Q 6

BLUCORA, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands)


				Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss
	Common stock									Treasury stock
	Shares	Amount								Shares	Amount		Total
Balance as of December 31, 2020	49,483	$	5	$	1,598,230	$	(1,257,546)	$	0	(1,306)	$	(28,399)	$	312,290
Common stock issued for stock options and restricted stock units	132	—		63		—		—		—	—		63
Stock-based compensation	—	—		5,520		—		—		—	—		5,520
Tax payments from shares withheld for equity awards	—	—		(865)		—		—		—	—		(865)
Net income	—	—		—		27,646		—		—	—		27,646
Balance as of March 31, 2021	49,615	$	5	$	1,602,948	$	(1,229,900)	$	0	(1,306)	$	(28,399)	$	344,654



	Common stock			Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Treasury stock
	Shares	Amount								Shares	Amount		Total
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 and restricted stock units	89	—		—		—		—		—	—		0
Stock-based compensation	—	—		(1,201)		—		—		—	—		(1,201)
Tax payments from shares withheld for equity awards	—	—		(917)		—		—		—	—		(917)
Cumulative translation adjustment	—	—		—		—		272		—	—		272
Net loss	—	—		—		(315,494)		—		—	—		(315,494)
Balance as of March 31, 2020	49,148	$	5	$	1,584,854	$	(1,230,285)	$	0	(1,306)	$	(28,399)	$	326,175

See accompanying notes to unaudited condensed consolidated financial statements.

Blucora, Inc. | ~~Q2 2020~~Q1 2021 Form 10-Q 67

BLUCORA, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS' EQUITY~~CASH FLOWS

(In thousands)

Redeemable Noncontrolling Interests Additional paid-in capital Accumulated deficit Accumulated other comprehensive loss
Common stock Treasury stock
Shares Amount Shares Amount Total
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 and restricted stock units — 89 — — — — — — —
Stock-based compensation — — — (1,201) — — — — (1,201)
Tax payments from shares withheld for equity awards — — — (917) — — — — (917)
Cumulative translation adjustment — — — — — 272 — — 272
Net loss — — — — (315,494) — — — (315,494)
Balance as of March 31, 2020 $ — 49,148 $ 5 $ 1,584,854 $ (1,230,285) $ — (1,306) $ (28,399) $ 326,175
Common stock issued for stock options, restricted stock units, and employee stock purchase plan — 192 — 1,226 — — — — 1,226
Stock-based compensation — — — 3,904 — — — — 3,904
Tax payments from shares withheld for equity awards — — — (89) — — — — (89)
Net income — — — — 49,645 — — — 49,645
Balance as of June 30, 2020 $ — 49,340 $ 5 $ 1,589,895 $ (1,180,640) $ — (1,306) $ (28,399) $ 380,861

Redeemable Noncontrolling Interests Common stock Additional paid-in capital Accumulated deficit Accumulated other comprehensive loss Treasury stock
Shares Amount Shares Amount Total
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 and restricted stock units — 211 — 283 — — — — 283
Stock-based compensation — — — 2,443 — — — — 2,443
Tax payments from shares withheld for equity awards — — — (2,425) — — — — (2,425)
Reclassification of mandatorily redeemable noncontrolling interests (22,428) — — — — — — — —
Impact of adoption of new leases accounting standard — — — — (1,636) — — — (1,636)
Cumulative translation adjustment — — — — — 107 — — 107
Net income — — — — 62,170 — — — 62,170
Balance as of March 31, 2019 $ 2,517 48,255 $ 5 $ 1,570,026 $ (901,155) $ (339) — $ — $ 668,537
Common stock issued for stock options, restricted stock units, and employee stock purchase plan — 524 — 4,181 — — — — 4,181
Stock-based compensation — — — 4,082 — — — — 4,082
Tax payments from shares withheld for equity awards — — — (2,735) — — — — (2,735)
Redemption of noncontrolling interests (2,517) — — — — — — — —
Cumulative translation adjustment — — — — — 131 — — 131
Net income — — — — 31,036 — — — 31,036
Balance as of June 30, 2019 $ — 48,779 $ 5 $ 1,575,554 $ (870,119) $ (208) — $ — $ 705,232


	Three months ended March 31,
	2021		2020
Operating activities:
Net income (loss)	$	27,646	$	(315,494)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Stock-based compensation	5,610		(1,201)
Depreciation and amortization of acquired intangible assets	10,418		10,168
Impairment of goodwill	0		270,625

Reduction of right-of-use lease assets	569		1,625
Deferred income taxes	(269)		57,898
Amortization of debt issuance costs	363		313
Accretion of debt discounts	277		68


Change in fair value of acquisition-related contingent consideration	6,300		0
Accretion of lease liability	514		424
Other	(78)		495
Cash provided (used) by changes in operating assets and liabilities:

Accounts receivable	(11,541)		(9,066)
Commissions and advisory fees receivable	111		3,457
Other receivables	531		(3,239)
Prepaid expenses and other current assets	(1,694)		(1,715)
Other long-term assets	(828)		2,560
Accounts payable	12,729		17,744
Commissions and advisory fees payable	(259)		(1,965)
Lease liabilities	(172)		(1,289)
Deferred revenue	(7,250)		(7,820)
Accrued expenses and other current and long-term liabilities	10,745		23,276
Net cash provided by operating activities	53,722		46,864
Investing activities:

Purchases of property and equipment	(8,598)		(7,715)
Asset acquisitions	(587)		0


Net cash used by investing activities	(9,185)		(7,715)
Financing activities:
Proceeds from credit facilities	0		55,000
Payments on credit facilities	(453)		(10,313)





Proceeds from stock option exercises	63		0

Tax payments from shares withheld for equity awards	(865)		(918)

Net cash provided (used) by financing activities	(1,255)		43,769








Net increase in cash, cash equivalents, and restricted cash	43,282		82,918
Cash, cash equivalents, and restricted cash, beginning of period	150,762		86,450
Cash, cash equivalents, and restricted cash, end of period	$	194,044	$	169,368
Supplemental cash flow information:


Cash paid for income taxes	$	0	$	213
Cash paid for interest	$	7,123	$	5,011
Non-cash investing activities:
Purchases of property and equipment through leasehold incentives (investing)	$	0	$	4,959

See accompanying notes to unaudited condensed consolidated financial statements.

Blucora, Inc. | ~~Q2 2020 Form 10-Q 7~~

~~BLUCORA, INC.~~

~~UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(In thousands)~~

Six months ended June 30,
2020 2019
Operating activities:
Net income (loss) $ (265,849) $ 93,206
Adjustments to reconcile net income (loss) to net cash from operating activities:
Stock-based compensation 2,703 6,525
Depreciation and amortization of acquired intangible assets 19,253 20,185
Impairment of goodwill 270,625 —
Reduction of right-of-use lease assets 3,196 1,977
Deferred income taxes 8,784 4,446
Amortization of debt issuance costs 644 547
Accretion of debt discounts 138 123
Other 1,571 260
Cash provided (used) by changes in operating assets and liabilities:
Accounts receivable 184 (3,217)
Commissions receivable 5,586 847
Other receivables (2,809) (661)
Prepaid expenses and other current assets 1,435 12,258
Other long-term assets 3,162 (355)
Accounts payable 2,942 (2,995)
Commissions and advisory fees payable (5,210) (663)
Lease liabilities (2,572) (2,066)
Deferred revenue (8,299) (24,760)
Accrued expenses and other current and long-term liabilities (1,110) (8,845)
Net cash provided by operating activities 34,374 96,812
Investing activities:
Business acquisition, net of cash acquired — (164,461)
Purchases of property and equipment (19,072) (2,938)
Net cash used by investing activities (19,072) (167,399)
Financing activities:
Proceeds from credit facilities 55,000 121,499
Payments on credit facilities (65,625) —
Payment of redeemable noncontrolling interests — (24,945)
Proceeds from stock option exercises 25 3,320
Proceeds from issuance of stock through employee stock purchase plan 1,201 1,144
Tax payments from shares withheld for equity awards (1,006) (5,160)
Contingent consideration payments for business acquisition — (943)
Net cash provided (used) by financing activities (10,405) 94,915
Effect of exchange rate changes on cash, cash equivalents, and restricted cash — 58
Net increase in cash, cash equivalents, and restricted cash 4,897 24,386
Cash, cash equivalents, and restricted cash, beginning of period 86,450 85,366
Cash, cash equivalents, and restricted cash, end of period $ 91,347 $ 109,752
Supplemental cash flow information:
Cash paid for income taxes $ 1,189 $ 2,566
Cash paid for interest $ 9,702 $ 6,671
Non-cash investing activities:
Purchases of property and equipment through leasehold incentives (investing) $ 9,726 $ —

~~See accompanying notes to unaudited condensed consolidated financial statements.~~

~~Blucora, Inc.~~ | ~~Q2 2020~~Q1 2021 Form 10-Q 8

BLUCORA, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Description of the Business

Blucora, Inc. (the “Company,” “Blucora,” “we,” “our,” or “us”) operates 2 primary businesses: the Wealth Management business and the digital Tax ~~Preparation~~Software business.

Wealth Management

The Wealth Management business consists of the operations of Avantax Wealth Management (“and Avantax” Planning Partners (collectively, the “Wealth Management ~~business,”~~business” or the “Wealth Management segment”)~~, which~~.

Avantax Wealth Management provides tax-focused wealth management solutions for financial professionals, tax ~~preparers,~~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~~leading U.S. tax-focused independent broker-dealer. Avantax Wealth Management works with a nationwide network of financial professionals that operate as independent ~~contractors, and~~contractors. Avantax Wealth Management provides these financial professionals with an integrated platform of technical, practice, compliance, and product support tools that enable them to ~~assist in making each financial professional a comprehensive financial service center for his or her~~offer tax-advantaged investing and wealth management services to their clients. ~~Avantax formerly operated under the HD Vest and 1st Global brands prior to the rebranding of the Wealth Management business to Avantax Wealth Management in 2019.~~

~~On July 1, 2020, we acquired Honkamp Krueger Financial Services, Inc. (“HKFS,”~~ ~~and such acquisition, the~~ ~~“HKFS Acquisition”). HKFS~~Avantax Planning Partners operates as ~~a captive, or~~an 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 ~~financial~~ advisory ~~services. As the HKFS Acquisition closed on~~services, as well as retirement plan solutions through Avantax Retirement Plan Services. Avantax Planning Partners formerly operated as Honkamp Krueger Financial Services, Inc. (“HKFS”). On July 1, 2020, we acquired all of the ~~financial results~~issued and outstanding common stock of HKFS ~~were not~~(the “HKFS Acquisition”). The operations of HKFS are included in our ~~condensed consolidated financial statements~~operating results as part of ~~and for~~ the ~~three and six months ended June 30, 2020. For more information, see “Note 14—Subsequent Events.”~~Wealth Management segment from the date of the HKFS Acquisition.

Tax ~~Preparation~~Software

The Tax ~~Preparation~~Software business consists of the operations of TaxAct, Inc. (“TaxAct,” the “Tax ~~Preparation~~Software business,” or the “Tax ~~Preparation~~Software segment”) and provides digital tax preparation ~~solutions~~services, packaged tax software, and ancillary services for consumers, small business owners, and tax professionals through its website ~~www.TaxAct.com.~~www.TaxAct.com and its mobile applications. We had referred to this business as the “Tax Preparation business” and “Tax Preparation segment” in previous filings.

The Tax ~~Preparation~~Software segment is highly seasonal with a significant portion of its annual revenue typically earned in the first ~~four months~~two quarters of the fiscal year. During the third and fourth quarters, the Tax ~~Preparation~~Software 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 ~~coronavirus~~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~~Software segment revenue that is usually earned in the first and second quarters of 2020 to the third quarter of 2020.

As a result of the continued impact of the COVID-19 pandemic, the IRS delayed the start of the 2021 tax season and extended the filing and payment deadline for tax year 2020 federal tax returns from April 15, 2021 to May 17, 2021. In addition, ~~sales~~the IRS extended the federal filing and ~~marketing expenses were elevated~~payment deadline for Texas, Louisiana, and Oklahoma to mid-June. We expect that these events will result in the shifting of a significant portion of Tax Software segment revenue that would typically have been expected to be earned in the first ~~and~~quarter of 2021 to the second ~~quarters~~quarter of ~~2020.~~2021.

Segments

We have 2 reportable segments: (1) the Wealth Management segment and (2) the Tax ~~Preparation~~Software segment.

Blucora, Inc. | Q1 2021 Form 10-Q 9

Note 2: Summary of Significant Accounting Policies

Interim financial information

The accompanying condensed consolidated financial statements have been prepared by us under the rules and regulations of the ~~Securities and Exchange Commission (the~~ “~~SEC”~~)SEC for interim financial reporting. These condensed consolidated financial statements are unaudited and, in management’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the consolidated financial position, results of operations, and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in ~~accordance~~conformity with ~~accounting principles~~United States generally accepted ~~in the United States~~accounting principles (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the audited

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 9~~

consolidated financial statements and accompanying notes in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020. Interim results are not necessarily indicative of results for a full year.

Cash, cash equivalents, and restricted cash

The following table presents cash, cash equivalents, and restricted cash as reported on the condensed consolidated balance sheets and the condensed consolidated statements of cash flows (in thousands):


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Cash and cash equivalents	Cash and cash equivalents	$	90,081	$	80,820	Cash and cash equivalents	$	191,803	$	150,125
Cash segregated under federal or other regulations	Cash segregated under federal or other regulations	1,266		5,630		Cash segregated under federal or other regulations	2,241		637
Total cash, cash equivalents, and restricted cash	Total cash, cash equivalents, and restricted cash	$	91,347	$	86,450	Total cash, cash equivalents, and restricted cash	$	194,044	$	150,762

We generally invest our available cash in high-quality marketable investments. These investments ~~which primarily consist of investments in~~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 condensed 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.

~~Recently adopted accounting pronouncements~~Goodwill

~~Changes to GAAP are established by~~Goodwill represents the ~~Financial Accounting Standards Board (“FASB”) in the form~~cost of ~~accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”~~). We consider the applicability and impact of all recent ASUs. ASUs 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 have recently adopted the ASUs described below.

~~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 is effective for fiscal years beginning after December 15, 2019, including the interim periods within those fiscal years. Entities must 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 is effective.

We adopted ASU 2016-13 effective January 1, 2020. Our financial assets within the scope of ASU 2016-13 primarily consisted of our commissions receivable and accounts receivable. While we have implemented the current expected credit loss model and assessed the impact of this new model on our in-scope financial assets, the adoption of ASU 2016-13 did not have a material impact on our consolidated financial statements and did not result in a cumulative-effect adjustment to retained earnings as of January 1, 2020.

~~Goodwill. In January 2017, the FASB issued ASU 2017-04,~~ ~~Intangibles—Goodwill and Other (Topic 350): Accounting for Goodwill~~ (~~“ASU 2017-04”~~), which simplifies the subsequent measurement of goodwill by eliminating the previously applicable step two from the goodwill impairment test. Under the amended guidance of ASU 2017-04, when required to test goodwill for recoverability, an ~~entity will perform its goodwill impairment test by comparing~~acquisition less the fair value of the ~~reporting unit to its carrying value and recognizing an~~net identifiable assets of the acquired business. We evaluate goodwill for impairment ~~charge for the amount by which the carrying value exceeds~~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. ASU 2017-04~~unit is ~~effective~~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 Software reporting unit for ~~fiscal years beginning after December 15, 2019,~~potential impairment.

As part of the goodwill impairment test, we compared the estimated fair values of the Wealth Management and ~~entities must apply ASU 2017-04 on~~Tax Software reporting units to their respective carrying values. Estimated fair value was calculated using Level 3 inputs and utilized a ~~prospective basis.~~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.

Blucora, Inc. | ~~Q2 2020~~Q1 2021 Form 10-Q 10

~~We adopted ASU 2017-04 effective January 1, 2020 and applied this new guidance to the goodwill impairment test we performed as of March 31, 2020.~~ For ~~more information on this impairment test, see “Note 5—Goodwill and Other Intangible Assets.”~~

~~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 operations of 1st Global are included in our operating results as part of~~ the Wealth Management ~~segment from~~reporting unit, the ~~date~~carrying value of the ~~1st Global Acquisition.~~

~~The purchase price was allocated to 1st Global’s tangible assets, identifiable intangible assets, and assumed liabilities based on their estimated~~reporting unit exceeded its fair ~~values at the time of the 1st Global Acquisition. The fair values of assets acquired and liabilities assumed in the 1st Global Acquisition were as follows (in thousands):~~

Purchase Price Allocation at
December 31, 2019 Purchase Price Allocation Adjustments Since
December 31, 2019 Final Purchase Price Allocation
Assets acquired:
Tangible assets acquired, including cash of $12,389 $ 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

~~During the six months ended June 30, 2020,~~value by $270.6 million. Therefore, we ~~adjusted the fair values~~recorded an impairment of goodwill ~~other current liabilities, and deferred tax liabilities, net, due to the pre-acquisition 1st Global tax returns that were filed~~of $270.6 million in the first quarter of 2020. ~~As one year has elapsed since~~For the ~~1st Global Acquisition date,~~Tax Software reporting unit, the ~~measurement period for~~carrying value of the ~~1st Global Acquisition has~~reporting unit was significantly below its fair value, and therefore, the goodwill of the Tax Software reporting unit was not considered impaired.

While no goodwill impairment triggering events were identified during the three months ended ~~and~~March 31, 2021, the ~~purchase price allocation~~Wealth Management reporting unit is considered ~~final.~~

~~As part~~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 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 (including accrued interest) of $11.5 million at June 30, 2020.Wealth Management reporting unit.

Note 4:3: Segment Information and Revenues

We have 2 reportable segments: (1) the Wealth Management segment and (2) the Tax ~~Preparation~~Software 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, contested proxy and other legal and consulting costs, or impairment of goodwill 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.

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 11~~

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):


		Three Months Ended June 30,						Six Months Ended June 30,							Three months ended March 31,
		2020		2019		2020		2019			2021		2020
Revenue:	Revenue:									Revenue:
Wealth Management	Wealth Management	$	115,884	$	127,831	$	260,873	$	217,363	Wealth Management	$	154,491	$	144,989
Tax Preparation		45,238		65,909		163,569		202,145
Tax Software										Tax Software	123,892		118,331
Total revenue	Total revenue	161,122		193,740		424,442		419,508		Total revenue	278,383		263,320
Operating income (loss):	Operating income (loss):									Operating income (loss):
Wealth Management	Wealth Management	11,731		16,979		34,329		28,519		Wealth Management	19,396		22,598
Tax Preparation		6,659		41,368		44,412		120,640
Tax Software										Tax Software	50,888		37,753
Corporate-level activity	Corporate-level activity	(22,996)		(30,317)		(325,186)		(51,016)		Corporate-level activity	(33,055)		(302,190)
Total operating income (loss)	Total operating income (loss)	(4,606)		28,030		(246,445)		98,143		Total operating income (loss)	37,229		(241,839)
Other loss, net	Other loss, net	(5,288)		(5,118)		(11,423)		(9,076)		Other loss, net	(7,883)		(6,135)
Income tax benefit (expense)		59,539		8,124		(7,981)		4,139
Net income (loss) attributable to Blucora, Inc.		$	49,645	$	31,036	$	(265,849)	$	93,206
Income tax expense										Income tax expense	(1,700)		(67,520)
Net income (loss)										Net income (loss)	$	27,646	$	(315,494)

Blucora, Inc. | Q1 2021 Form 10-Q 11

Revenues by major category within each segment are presented below (in thousands):


		Three Months Ended June 30,						Six Months Ended June 30,							Three months ended March 31,
		2020		2019		2020		2019			2021		2020
Wealth Management:	Wealth Management:									Wealth Management:
Advisory	Advisory	$	66,303	$	61,410	$	145,060	$	101,167	Advisory	$	91,119	$	78,757
Commission	Commission	39,836		48,068		90,416		85,228		Commission	52,534		50,580
Asset-based	Asset-based	3,981		13,219		14,560		22,912		Asset-based	5,329		10,579
Transaction and fee	Transaction and fee	5,764		5,134		10,837		8,056		Transaction and fee	5,509		5,073
Total Wealth Management revenue	Total Wealth Management revenue	$	115,884	$	127,831	$	260,873	$	217,363	Total Wealth Management revenue	$	154,491	$	144,989
Tax Preparation:
Tax Software:										Tax Software:
Consumer	Consumer	$	44,421	$	62,686	$	148,242	$	186,628	Consumer	$	110,567	$	103,821
Professional	Professional	817		3,223		15,327		15,517		Professional	13,325		14,510
Total Tax Preparation revenue		$	45,238	$	65,909	$	163,569	$	202,145
Total Tax Software revenue										Total Tax Software revenue	$	123,892	$	118,331

Wealth Management revenue recognition

Wealth management revenue primarily consists of advisory revenue, commission revenue, asset-based revenue, and transaction and fee revenue.

The timing of Wealth Management revenue recognition was as follows (in thousands):

Three months ended June 30,
2020 2019
Recognized Upon Transaction Recognized Over Time Total Recognized Upon Transaction Recognized Over Time Total
Advisory revenue $ — $ 66,303 $ 66,303 $ — $ 61,410 $ 61,410
Commission revenue 14,803 25,033 39,836 20,469 27,599 48,068
Asset-based revenue — 3,981 3,981 — 13,219 13,219
Transaction and fee revenue 1,137 4,627 5,764 800 4,334 5,134
Total Wealth Management revenue $ 15,940 $ 99,944 $ 115,884 $ 21,269 $ 106,562 $ 127,831

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 12~~


		Six months ended June 30,																							Three months ended March 31,
		2020										2019											2021				2020
		Recognized Upon Transaction		Recognized Over Time		Total		Recognized Upon Transaction		Recognized Over Time		Total			Recognized Upon Transaction		Recognized Over Time		Total		Recognized Upon Transaction		Recognized Over Time		Total
Advisory revenue	Advisory revenue	$	—	$	145,060	$	145,060	$	—	$	101,167	$	101,167	Advisory revenue	$	0	$	91,119	$	91,119	$	0	$	78,757	$	78,757
Commission revenue	Commission revenue	38,184		52,232		90,416		36,153		49,075		85,228		Commission revenue	22,367		30,167		52,534		23,381		27,199		50,580
Asset-based revenue	Asset-based revenue	—		14,560		14,560		—		22,912		22,912		Asset-based revenue	0		5,329		5,329		0		10,579		10,579
Transaction and fee revenue	Transaction and fee revenue	2,996		7,841		10,837		1,570		6,486		8,056		Transaction and fee revenue	1,374		4,135		5,509		1,859		3,214		5,073
Total Wealth Management revenue	Total Wealth Management revenue	$	41,180	$	219,693	$	260,873	$	37,723	$	179,640	$	217,363	Total Wealth Management revenue	$	23,741	$	130,750	$	154,491	$	25,240	$	119,749	$	144,989

Tax ~~Preparation~~Software revenue recognition

We generate Tax Software 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.

The timing of Tax ~~Preparation~~Software revenue recognition was as follows (in thousands):

Three months ended June 30,
2020 2019
Recognized Upon Transaction Recognized Over Time Total Recognized Upon Transaction Recognized Over Time Total
Consumer $ 44,420 $ 1 $ 44,421 $ 62,057 $ 629 $ 62,686
Professional 187 630 817 2,459 764 3,223
Total Tax Preparation revenue $ 44,607 $ 631 $ 45,238 $ 64,516 $ 1,393 $ 65,909



	Three months ended March 31,
	2021						2020
	Recognized Upon Transaction		Recognized Over Time		Total		Recognized Upon Transaction		Recognized Over Time		Total
Consumer revenue	$	110,567	$	0	$	110,567	$	103,821	$	0	$	103,821
Professional revenue	12,127		1,198		13,325		12,994		1,516		14,510
Total Tax Software revenue	$	122,694	$	1,198	$	123,892	$	116,815	$	1,516	$	118,331

Six months ended June 30,
2020 2019
Recognized Upon Transaction Recognized Over Time Total Recognized Upon Transaction Recognized Over Time Total
Consumer $ 148,241 $ 1 $ 148,242 $ 185,072 $ 1,556 $ 186,628
Professional 13,181 2,146 15,327 13,301 2,216 15,517
Total Tax Preparation revenue $ 161,422 $ 2,147 $ 163,569 $ 198,373 $ 3,772 $ 202,145

~~Note 5: Goodwill and Other Intangible Assets~~

~~The following table presents goodwill by reportable segment (in thousands):~~

Wealth Management Tax Preparation Total
Balance as of December 31, 2019 $ 473,833 $ 188,542 $ 662,375
Purchase accounting adjustment (666) — (666)
Impairment (270,625) — (270,625)
Balance as of June 30, 2020 $ 202,542 $ 188,542 $ 391,084

Blucora, Inc. | ~~Q2 2020~~Q1 2021 Form 10-Q 1312

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 coronavirus 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 as of March 31, 2020. 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 for the three months ended March 31, 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.

While no goodwill impairment triggering events were identified during the three months ended June 30, 2020, 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.

Note 6:4: Debt

~~The Company’s~~Our debt consisted of the following as of the periods indicated in the table below (in thousands):


		June 30, 2020														December 31, 2019															March 31, 2021				December 31, 2020
		Principal amount		Discount		Debt issuance costs		Net carrying value		Principal amount		Discount		Debt issuance costs		Net carrying value			Principal amount		Discount		Debt issuance costs		Net carrying value		Principal amount		Discount		Debt issuance costs		Net carrying value
Senior secured credit facility	Senior secured credit facility	$	389,062	$	(1,228)	$	(5,043)	$	382,791	$	399,687	$	(1,366)	$	(5,608)	$	392,713	Senior secured credit facility	$	562,703	$	(3,896)	$	(4,337)	$	554,470	$	563,156	$	(4,173)	$	(4,646)	$	554,337
Less: Current portion of long-term debt, net	Less: Current portion of long-term debt, net							(1,230)								(11,228)		Less: Current portion of long-term debt, net							(1,786)								(1,784)
Long-term debt, net	Long-term debt, net							$	381,561							$	381,485	Long-term debt, net							$	552,684							$	552,553

In May 2017, we entered into a credit agreement (as the same has been amended, the “Credit Agreement”) with a syndicate of lenders, ~~that~~which 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 (the “Senior Secured Credit Facility”).

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 14~~

~~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 is requested, then the Company must 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 do 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 is over $0 on the last day of any calendar quarter during the Third Amendment Relief Period, impose a minimum liquidity financial covenant that requires 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 exceeds $0 on the last day of any calendar quarter during the Third Amendment Relief Period, Credit Agreement Amendment No. 3 increases the maximum Consolidated Total Net Leverage Ratio to (i) 5.75 to 1.00 for the fiscal quarter ended June 30, 2020 and (ii) 3.75 to 1.00 for the fiscal quarters ending September 30, 2020 and December 31, 2020.

~~Credit Agreement Amendment No. 4~~

As of ~~June 30, 2020,~~March 31, 2021, the Senior Secured Credit Facility provided for up to ~~$565.0~~$740.0 million of borrowings and consisted of a committed $65.0 million under the Revolver and a ~~$500.0~~$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 ~~June 30, 2020,~~March 31, 2021, we had ~~$389.1~~$562.7 million in principal amount outstanding under the Term Loan and no0 amounts outstanding under the Revolver. Based on aggregate loan commitments as of ~~June 30, 2020,~~March 31, 2021, approximately $65.0 million was available for future borrowing under the Senior Secured Credit ~~Facility.~~Facility, subject to customary terms and conditions.

~~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 (as described in more detail in “Note 14—Subsequent Events”).~~

~~Pursuant to Credit Agreement Amendment No. 4, the Credit Agreement was amended to, among other things, (i) increase~~The interest rate on the Term Loan ~~by an aggregate principal amount of $175.0 million and (ii) increase~~is variable at the London Interbank Offered Rate, plus the applicable interest rate margin ~~under the Term Loan to~~of 4.00% for Eurodollar Rate Loans (as defined in the Credit Agreement) and 3.00% for ABR Loans (as defined in the Credit Agreement). ~~Approximately $100.0 million~~As of March 31, 2021, the ~~proceeds from the increase to~~applicable interest rate on 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. As Credit Agreement Amendment No. 4 was ~~entered into on July 1, 2020, the consolidated financial statements as of and for the three and six months ended June 30, 2020 did not reflect the increase to the Term Loan.~~5.00%.

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, subject to a 1.00% premium for certain prepayments made during the first six months following the effective date of Credit Agreement Amendment No. 4.~~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.

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 15~~

Depending on the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement), the applicable interest rate margin on the Revolver isas of March 31, 2021 was from 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.

On April 26, 2021, we entered into Amendment No. 5 to the Credit Agreement (the “Credit Agreement Amendment”). For additional information, see "Note 12—Subsequent Event."

Note 7:5: Leases

Our leases are primarily related to office space and are classified as operating leases. Operating lease expense, net of sublease income, is 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 acquisition of 1st Global, Inc. and 1st Global Insurance Services, Inc.

Blucora, Inc. | Q1 2021 Form 10-Q 13

(together, “1st Global”) in 2019 (the “1st Global Acquisition”)) on the condensed consolidated statements of comprehensive income (loss).

Lease expense, cash paid on operating lease liabilities, and lease liabilities obtained from new right-of-use assets for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ were as follows (in thousands):


		Three Months Ended June 30,						Six Months Ended June 30,							Three months ended March 31,
		2020		2019		2020		2019			2021		2020
Fixed lease expense	Fixed lease expense	$	2,050	$	1,229	$	4,086	$	2,255	Fixed lease expense	$	1,154	$	2,036
Variable lease expense	Variable lease expense	286		294		587		642		Variable lease expense	143		301
Lease expense, before sublease income	Lease expense, before sublease income	2,336		1,523		4,673		2,897		Lease expense, before sublease income	1,297		2,337
Sublease income	Sublease income	(329)		(319)		(655)		(635)		Sublease income	(116)		(326)
Total lease expense, net of sublease income	Total lease expense, net of sublease income	$	2,007	$	1,204	$	4,018	$	2,262	Total lease expense, net of sublease income	$	1,181	$	2,011
Additional lease information:	Additional lease information:									Additional lease information:
Cash paid on operating lease liabilities	Cash paid on operating lease liabilities	$	1,282	$	1,156	$	2,472	$	2,105	Cash paid on operating lease liabilities	$	217	$	1,190
Lease liabilities obtained from new right-of-use assets(1)	Lease liabilities obtained from new right-of-use assets(1)	$	—	$	6,469	$	20,414	$	15,829	Lease liabilities obtained from new right-of-use assets(1)	$	0	$	20,414

__________________________

(1)Lease liabilities obtained from new right-of-use assets for the three months ended March 31, 2020 resulted from the new corporate headquarters lease that commenced in January 2020.

As of ~~June 30, 2020,~~March 31, 2021, our weighted-average remaining operating lease term was approximately ~~11.6~~10.8 years, and our weighted-average operating lease discount rate was ~~5.5%~~5.4%.

Operating leases were recorded on the condensed consolidated balance sheets as follows (in thousands):


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Lease liabilities—current	Lease liabilities—current	$	1,251	$	3,223	Lease liabilities—current	$	3,327	$	2,304
Lease liabilities—long-term	Lease liabilities—long-term	36,407		5,865		Lease liabilities—long-term	35,723		36,404
Total operating lease liabilities	Total operating lease liabilities	$	37,658	$	9,088	Total operating lease liabilities	$	39,050	$	38,708

The scheduled maturities of ~~the Company's~~our operating lease liabilities as of ~~June 30, 2020 were~~March 31, 2021 are as follows (in thousands):

(in thousands)
Undiscounted cash flows:
Remainder of 2020 $ 1,142
2021 2,270
2022 4,706
2023 4,808
2024 4,911
Thereafter $ 35,337
Total undiscounted cash flows $ 53,174
Imputed interest (15,516)
Present value of cash flows $ 37,658

In 2019, we signed a new corporate headquarters lease, which commenced in January 2020 and, therefore, a right-of-use asset of $20.7 million and a lease liability of $20.4 million was reflected on the condensed consolidated financial statements beginning in January 2020. The new headquarters lease is classified as an operating lease, and the term of the lease extends to June 2033. Lease payments begin in August 2021 and will result in

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 16~~

$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.


(in thousands)
Undiscounted cash flows:
Remainder of 2021	$	2,450
2022	5,056
2023	5,138
2024	5,077
2025	5,013
Thereafter	30,324
Total undiscounted cash flows	53,058
Imputed interest	(14,008)
Present value of cash flows	$	39,050

Note 8:6: Balance Sheet Components

Prepaid expenses and other current assets, net, consisted of the following (in thousands):


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Prepaid expenses	Prepaid expenses	$	7,565	$	7,982	Prepaid expenses	$	11,472	$	9,643
Prepaid regulatory license fees		995		1,991
Prepaid insurance		774		1,492
Prepaid advertising		373		322

Other current assets	Other current assets	530		562		Other current assets	543		678
Total prepaid expenses and other current assets, net	Total prepaid expenses and other current assets, net	$	10,237	$	12,349	Total prepaid expenses and other current assets, net	$	12,015	$	10,321

Blucora, Inc. | Q1 2021 Form 10-Q 14

Accrued expenses and other current liabilities consisted of the following (in thousands):


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Salaries and related expenses	Salaries and related expenses	$	14,682	$	15,053	Salaries and related expenses	$	14,606	$	19,317
Contingent liability from 1st Global Acquisition		11,477		11,052
Retained purchase price from 1st Global Acquisition		—		1,050
HKFS Contingent Consideration liability (1)(2)						HKFS Contingent Consideration liability (1)(2)	23,000		17,900
Contingent liability from 1st Global Acquisition (2)						Contingent liability from 1st Global Acquisition (2)	11,328		11,328

Accrued vendor and advertising costs	Accrued vendor and advertising costs	5,931		4,351		Accrued vendor and advertising costs	12,922		2,606

Other		3,024		4,638
Accrued taxes						Accrued taxes	3,068		240
Other current liabilities						Other current liabilities	7,811		5,028
Total accrued expenses and other current liabilities	Total accrued expenses and other current liabilities	$	35,114	$	36,144	Total accrued expenses and other current liabilities	$	72,735	$	56,419

__________________________

(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 condensed consolidated balance sheets.

(2)For more information on contingent liabilities, see "Note 7—Commitments and Contingencies."

~~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 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):~~

Fair value measurements at the reporting date using
June 30, 2020 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 $ 4,289 $ 4,289 $ — $ —
Total assets at fair value $ 4,289 $ 4,289 $ — $ —

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 17~~

Fair value measurements at the reporting date using
December 31, 2019 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 cash equivalents utilizing quoted prices in active markets.~~

~~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 June 30, 2020, the Term Loan’s principal amount was $389.1 million, and the fair value of the Term Loan’s principal amount was $382.3 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 June 30, 2020 and 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.

Note ~~10:~~7: Commitments and Contingencies

Contingent liability from 1st Global Acquisition

On May 6, 2019, we closed the 1st Global Acquisition. 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 (including accrued interest) of $11.3 million at March 31, 2021.

Contingent consideration liability from HKFS Acquisition

On July 1, 2020, we closed the HKFS Acquisition for an upfront cash purchase price of $104.4 million. The purchase price is subject to 2 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. The HKFS Contingent Consideration liability was valued at $42.2 million on the condensed consolidated balance sheets as of March 31, 2021. For additional information on the HKFS Contingent Consideration, see "Note 8—Fair Value Measurements."

Litigation

From time to time, we are subject to various legal proceedings, regulatory matters or fines, or claims that arise in the ordinary course of business. We accrue a liability when management believes both that it is ~~both~~ probable that a liability has been incurred and that the amount of loss can be reasonably estimated.

Aside from the contingent liability ~~disclosed in “Note 3—~~related to the 1st Global Acquisition” and the HKFS Contingent Consideration liability, we are not currently party to any such matters for which we have incurred a material liability on our condensed consolidated balance sheets.

Note ~~11:~~8—Fair Value Measurements

In accordance with Accounting Standards Codification 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.

Blucora, Inc. | Q1 2021 Form 10-Q 15

•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):


			Fair value measurements at the reporting date using
	March 31, 2021		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	$	4,292	$	4,292	$	0	$	0

















Total assets at fair value	$	4,292	$	4,292	$	0	$	0

HKFS Contingent Consideration	$	42,200	$	0	$	0	$	42,200
Total liabilities at fair value	$	42,200	$	0	$	0	$	42,200


			Fair value measurements at the reporting date using
	December 31, 2020		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	$	0	$	0
Total assets at fair value	$	4,290	$	4,290	$	0	$	—

HKFS Contingent Consideration	$	35,900	$	0	$	0	$	35,900
Total liabilities at fair value	$	35,900	$	0	$	0	$	35,900

Cash equivalents are classified within Level 1 of the fair value hierarchy because we value cash equivalents 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 7—Commitments and Contingencies"). As of March 31, 2021, the fair value of the HKFS Contingent Consideration was $42.2 million. The estimated fair value of the 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 36.7%, and a credit spread of 2.4%. 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 assets 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.

Blucora, Inc. | Q1 2021 Form 10-Q 16

A reconciliation of the HKFS Contingent Consideration liability was as follows (in thousands):


	HKFS Contingent Consideration Liability
Balance as of December 31, 2020 (1)	$	35,900
Valuation change recognized as expense (2)	6,300
Balance as of March 31, 2021 (1)	$	42,200

_________________________

(1)The short-term and long-term portions of the HKFS Contingent Consideration are recorded in “Accrued expenses and other current liabilities” and “Other long-term liabilities,” respectively, on the condensed consolidated balance sheets.

(2)Recognized in “Acquisition and integration” expense on the condensed consolidated statement of comprehensive income (loss) for the three months ended March 31, 2021.

Fair value of financial instruments

We consider the carrying values of accounts receivable, commissions and advisory fees 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 March 31, 2021, the Term Loan’s principal amount was $562.7 million, and the fair value of the Term Loan’s principal amount was $561.3 million. 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 March 31, 2021 and December 31, 2020, we had 0 amounts outstanding under the Revolver.

Note 9: Other Loss, Net

“Other loss, net” on the condensed consolidated statements of comprehensive income (loss) consisted of the following (in thousands):


		Three months ended June 30,						Six months ended June 30,							Three months ended March 31,
		2020		2019		2020		2019			2021		2020
Interest expense	Interest expense	$	4,840	$	4,770	$	10,156	$	8,546	Interest expense	$	7,183	$	5,316
Amortization of debt issuance costs	Amortization of debt issuance costs	331		375		644		547		Amortization of debt issuance costs	363		313
Accretion of debt discounts	Accretion of debt discounts	70		85		138		123		Accretion of debt discounts	277		68
Total interest expense	Total interest expense	5,241		5,230		10,938		9,216		Total interest expense	7,823		5,697
Interest income	Interest income	(11)		(149)		(25)		(289)		Interest income	(2)		(14)

Other	Other	58		37		510		149		Other	62		452
Other loss, net	Other loss, net	$	5,288	$	5,118	$	11,423	$	9,076	Other loss, net	$	7,883	$	6,135

Note ~~12:~~10: Income Taxes

Three months ended June 30, Six months ended June 30,
2020 2019 2020 2019
Income tax benefit (expense) $ 59,539 $ 8,124 (7,981) 4,139


	Three months ended March 31,
	2021		2020
Income tax expense	$	(1,700)	$	(67,520)

The Company recorded income tax expense of $1.7 million for the three months ended March 31, 2021. The Company has prepared its interim tax provision by applying a year-to-date effective tax rate as it represents the best estimate of the annual effective tax rate.

The Company’s effective income tax rate for the three months ended March 31, 2021 differed from the 21% statutory rate primarily due to the release of valuation allowances and the effect of state income taxes. We currently expect to continue to release portions of valuation allowances, which were previously recorded in connection with our net operating losses, to offset future federal income tax liabilities. The majority of these net operating losses will either be utilized or expire between 2021 and 2024.

Blucora, Inc. | ~~Q2 2020~~Q1 2021 Form 10-Q 1817

The Company recorded income tax ~~benefit of $59.5 million and income tax~~ expense of ~~$8.0~~$67.5 million for the three ~~and six~~ months ended ~~June 30, 2020, respectively.~~March 31, 2020. The ~~Company's~~Company’s effective income tax rate for the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 differed from the 21% statutory rate primarily due to expiring net operating loss tax benefits, ~~in the current year,~~ an adjustment to the valuation allowance against ~~the~~ deferred tax assets for net operating losses expected to expire in future years, ~~of $14.7 million,~~ and non-deductible officer compensation expense. ~~The goodwill impairment charge of $270.6 million did not have an impact on the estimated annual effective income tax rate.~~

The Company recorded income tax benefits of $8.1 million and $4.1 million for the three and six months ended June 30, 2019, respectively. Income taxes for the three and six months ended June 30, 2019 differed from the 21% statutory rate, primarily due to excess tax benefits related to stock-based compensation and the release of valuation allowances, offset by the effect of state income taxes, non-deductible compensation, and acquisition costs. As part of the 1st Global Acquisition, we recorded $78.2 million of intangible assets that resulted in an $11.6 million discrete change in the valuation allowance as intangible assets are not amortizable for tax purposes.

Note ~~13:~~11: Net Income Per Share

“Basic net income (loss) per share” is calculated using the weighted average number of common shares outstanding during the 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 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.~~restricted stock units. Dilutive potential common shares are excluded from the calculation of diluted net income (loss) per share if their effect is antidilutive.

The calculation of basic and diluted net income (loss) per share ~~attributable to Blucora, Inc.~~ is as follows (in thousands):


		Three months ended June 30,						Six months ended June 30,							Three months ended March 31,
		2020		2019		2020		2019			2021		2020
Numerator:	Numerator:									Numerator:
Net income (loss) attributable to Blucora, Inc.		$	49,645	$	31,036	$	(265,849)	$	93,206
Net income (loss)										Net income (loss)	$	27,646	$	(315,494)
Denominator:	Denominator:									Denominator:
Weighted average common shares outstanding—basic	Weighted average common shares outstanding—basic	47,941		48,555		47,884		48,358		Weighted average common shares outstanding—basic	48,261		47,827
Dilutive potential common shares(1)	Dilutive potential common shares(1)	151		1,267		—		1,323		Dilutive potential common shares(1)	836		0
Weighted average common shares outstanding—diluted	Weighted average common shares outstanding—diluted	48,092		49,822		47,884		49,681		Weighted average common shares outstanding—diluted	49,097		47,827
Net income (loss) per share attributable to Blucora, Inc.:
Net income (loss) per share:										Net income (loss) per share:
Basic	Basic	$	1.04	$	0.64	$	(5.55)	$	1.93	Basic	$	0.57	$	(6.60)
Diluted	Diluted	$	1.03	$	0.62	$	(5.55)	$	1.88	Diluted	$	0.56	$	(6.60)
Shares excluded(1)	Shares excluded(1)	2,349		311		2,722		284		Shares excluded(1)	1,289		3,093

~~Shares~~_________________________

(1)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 three months ended March 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 for the period.

Note ~~14:~~12: Subsequent ~~Events~~

~~HKFS Acquisition~~Event

~~As previously announced, on January 6, 2020, we~~On April 26, 2021, to ensure adequate liquidity and flexibility to support growth, the Company entered into ~~a Stock Purchase~~the Credit Agreement ~~(as amended by the First Amendment to the Stock Purchase Agreement, dated as of April 7, 2020, and the Second Amendment to the Stock Purchase Agreement, dated as of June 30, 2020, the~~ ~~“Purchase Agreement”) with HKFS, the selling stockholders named therein (the~~ ~~“Sellers”), and JRD Seller Representative, LLC, as the Sellers’ representative.~~Amendment. Pursuant to the ~~terms~~Credit Agreement Amendment, the Credit Agreement was amended to, among other things, refinance the existing $65.0 million Revolver and ~~conditions~~add $25.0 million of additional revolving credit commitments, for an aggregate principal amount of $90.0 million in revolving credit commitments (the “New Revolver”). The New Revolver has a maturity date of February 21, 2024 (the “Maturity Date”). As of May 5, 2021, the Company had 0 amounts outstanding under the New Revolver and had no plans to draw available funds under the New Revolver.

The outstanding principal balance of the ~~Purchase~~New Revolver bears interest at the applicable margin plus, at the Company’s election, either (i) the Eurodollar Rate (as defined in the Credit Agreement) or (ii) the ABR (as defined in the Credit Agreement). The applicable margin for the New Revolver is dependent on the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement) and ranges (a) for Eurodollar Rate loans, from 2.0% to 2.5% and (b) for ABR loans, from 1.0% to 1.5%. The Company is required to pay a commitment fee on the undrawn commitment under the New Revolver in a percentage that is dependent on the Consolidated First Lien Net Leverage Ratio that ranges from 0.35% to 0.4%.

Pursuant to the Credit Agreement ~~we agreed to acquire all~~Amendment, if the Company’s usage of the ~~issued~~New Revolver exceeds 30% of the aggregate commitments under the New Revolver on the last day of any calendar quarter, the Company shall not permit the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) to exceed (i) 4.75 to 1.00 for the period beginning on April 1, 2021 and ~~outstanding common stock~~ending on December 31, 2021, (ii) 4.25 to 1.00 for the period beginning on January 1, 2022 and ending on September 30, 2022, (iii) 4.00 to 1.00 for the period beginning on October 1,

Blucora, Inc. | Q1 2021 Form 10-Q 18

2022 and ending on December 31, 2022 and (iv) 3.50 to 1.00 for the period beginning on January 1, 2023 and ending on the Maturity Date.

Except as described above, the New Revolver has substantially the same terms as the existing Revolver, including certain covenants and events of ~~HKFS. The HKFS Acquisition enables us to expand our wealth management market~~default. For additional information on the Credit Agreement and Revolver, see "Note 4—Debt."

Blucora, Inc. | ~~Q2 2020~~Q1 2021 Form 10-Q 19

~~presence and expand the ways we can work with CPA firms and tax professionals to deliver wealth management services to their clients.~~

On July 1, 2020, we closed the HKFS Acquisition for an upfront cash purchase price of $100.0 million, which was paid with a portion of the proceeds from the $175.0 million increase in the Term Loan. The purchase price is subject to customary adjustment and two potential post-closing earn-out payments by us as well as a customary indemnity escrow.

The amount of the two potential earn-out payments 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 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.

As the HKFS Acquisition closed on July 1, 2020, the financial results of HKFS were not included in our condensed consolidated financial statements as of and for the three and six months ended June 30, 2020. We expect HKFS to be a part of our Wealth Management reporting segment beginning in the Quarterly Report on Form 10-Q for the three months ending September 30, 2020.

We have incurred inception-to-date transaction costs related to the HKFS Acquisition of $6.0 million, of which $1.1 million and $2.8 million were recognized for the three and six months ended June 30, 2020, respectively. In addition, we have incurred inception-to-date integration costs of $1.0 million, which were recognized in the first quarter of 2020. These transaction and integration costs were recognized as “acquisition and integration” expense on the consolidated statements of comprehensive income (loss).

As the initial accounting for the HKFS Acquisition is incomplete, we are not yet able to provide certain disclosures, such as amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed, acquisition-date fair value of the total consideration transferred, and pro forma revenue and earnings of the combined entity. These disclosures will be provided in the Quarterly Report on Form 10-Q for the three months ending September 30, 2020.

~~Credit Agreement Amendment No. 4~~

On July 1, 2020, we entered into Credit Agreement Amendment No. 4, which amended certain terms of the Credit Agreement and increased the aggregate principal amount of the Term Loan by $175.0 million. For additional information, see “Note 6—Debt.”

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 20~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our condensed consolidated financial statements and accompanying notes thereto included under Part I, Item 1 and the section titled “Cautionary Statement Regarding Forward-Looking Statements” in this Form 10-Q, as well as with our consolidated financial statements, accompanying notes thereto, and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K for the year ended December 31, ~~2019.~~2020.

~~Our Business~~Overview

Blucora, Inc. (the “Company,” “Blucora,” “we,” “our,” or “us”) is a leading provider of ~~technology-enabled, tax-smart financial solutions to~~integrated tax-focused wealth management services and software, assisting consumers, small business owners, tax professionals, financial professionals, and certified public accounting ~~firms. Blucora helps~~(“CPA”) firms in achieving better long-term outcomes via holistic, tax-advantaged solutions. Our mission is to empower people ~~manage~~to improve their financial ~~lives~~wellness through data and ~~optimize their taxes~~technology-driven solutions. We conduct our operations through ~~its~~ two primary businesses: (1) the Wealth Management business and (2) the Tax ~~Preparation~~Software business. Our common stock is listed on the NASDAQ Global Select Market under the symbol “BCOR.”

Wealth Management

Avantax Wealth Management provides tax-focused wealth management solutions for financial professionals, tax ~~preparers, certified public accounting~~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~~leading U.S. tax-focused independent broker-dealer. Avantax ~~formerly operated under the HD Vest and 1st Global brands prior to the rebranding of the~~ Wealth Management ~~business to~~works with a nationwide network of financial professionals that operate as independent contractors. Avantax Wealth Management in 2019. As of June 30, 2020, 3,862 financial professionals, who served as independent contractors and had branch offices in all 50 states, utilized our Avantax platform and supported $68.5 billion of total client assets, including $26.6 billion of advisory assets. Avantax provides these financial professionals with an integrated platform of technical, practice, compliance, and product support tools that enable them to ~~assist in making each financial advisor a comprehensive financial service center for his or her~~offer tax-advantaged investing and wealth management services to their clients.

~~On July 1, 2020, we acquired Honkamp Krueger Financial Services, Inc. (“HKFS”). HKFS~~Avantax Planning Partners operates as ~~a captive, or~~an 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 ~~financial~~ advisory ~~services.~~ services, as well as retirement plan solutions through Avantax Retirement Plan Services. 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 our operating results as part of the Wealth Management segment from the date of the HKFS Acquisition. On January 4, 2021, we announced the rebranding of HKFS to Avantax Planning Partners (the “Rebranding”). The Rebranding was designed to create tighter brand alignment, bringing the Wealth Management business under one common and recognizable brand.

As of ~~June 30, 2020, HKFS~~March 31, 2021, the Wealth Management business worked with a nationwide network of 3,718 financial professionals and supported ~~$4.5~~$84.8 billion of total client ~~assets. We expect that HKFS will be a part~~assets, including $36.8 billion of ~~our Wealth Management reporting segment beginning in the three months ending September 30, 2020. For additional information, see “Business Developments—HKFS Acquisition” below.~~advisory assets.

Tax ~~Preparation~~Software

The Tax ~~Preparation~~Software business consists of the operations of TaxAct, Inc. (“TaxAct,” the “Tax ~~Preparation~~Software business,” or the “Tax ~~Preparation~~Software segment”) and provides digital ~~do-it-yourself (“DDIY”~~) tax preparation ~~solutions~~services, packaged tax software, and ancillary services for consumers, small business owners, and tax professionals through its website ~~www.TaxAct.com. TaxAct generates revenue primarily through its digital service at~~ www.TaxAct.com and its mobile applications.

~~Business Developments~~

~~HKFS Acquisition~~

~~On January 6, 2020, we entered into a Stock Purchase Agreement (as amended by the First Amendment~~ We had referred to ~~the Stock Purchase Agreement, dated as of April 7, 2020, and the Second Amendment to the Stock Purchase Agreement, dated as of June 30, 2020, the~~ ~~“Purchase Agreement”) with HKFS, the selling stockholders named therein (the~~ ~~“Sellers”), and JRD Seller Representative, LLC,~~this business as the ~~Sellers’ representative. Pursuant to the terms~~“Tax Preparation business” and ~~conditions of the Purchase Agreement, we agreed to acquire all of the issued and outstanding common stock of HKFS (the~~ ~~“HKFS Acquisition”~~).“Tax Preparation segment” in previous filings.

On July 1, 2020, we closed the HKFS Acquisition for an upfront cash purchase price of $100.0 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 by us as well as a customary indemnity escrow.~~

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 21~~

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.

The complementary nature of the HKFS Acquisition is expected to expand our established leadership in tax-aware investing and enhance our ability to better service clients and enable better outcomes 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, expanding the reach of our Tax-Smart Investing software, as well as enabling us to offer end-to-end retirement plan services for small business clients.

•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 financial professional and client base, all on top of what is a highly scalable HKFS platform.

~~For additional information on the HKFS Acquisition, see “Item 1. Financial Statements—Note 14.”~~

~~Coronavirus pandemic~~COVID-19 Pandemic

Beginning in March 2020, the ~~coronavirus~~COVID-19 pandemic has 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~~Software businesses. In addition, the various precautionary measures and accommodations taken by many governmental authorities in the United States 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.

Blucora, Inc. | Q1 2021 Form 10-Q 20

In our Wealth Management business, the ~~economic and financial market disruption caused by the coronavirus pandemic has negatively impacted the value of some of our clients’ assets, which has caused a corresponding decline in the~~ amount of revenue that we generated from these client assets in the second quarter of 2020. Further, we have experienced a decline in transaction-based commission revenue from lower trading volumes, as well as significantly reduced cash sweep revenue ~~due~~we generate continues to ~~changes~~be affected by the low interest rate environment. 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, cash sweep revenue in ~~prevailing interest rates. Positive financial market movement in~~all quarters subsequent to the ~~second~~first quarter of 2020 ~~increased advisory and brokerage asset balances, and we~~has been materially reduced. We expect ~~these higher client asset balances will benefit advisory fees and trailing commissions for the third quarter~~continued low levels of ~~2020. Overall, revenues in our Wealth Management business will remain susceptible to being adversely affected~~cash sweep revenue in future periods in which ~~pandemic-influenced economic and market factors remain present.~~the federal funds rate is at reduced levels, although we may experience an increase in cash sweep revenue should the federal funds rate increase.

In our Tax ~~Preparation~~Software 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~~two quarters of our fiscal year. During the third and fourth quarters, the Tax ~~Preparation~~Software segment typically reports losses because revenue from the segment is minimal while core operating expenses continue.

As a result of the ~~coronavirus~~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~~Software segment revenue that iswould 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 ~~the first and second quarters of~~ 2020 due to incremental investment ~~required~~ in March ~~as a result of~~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. ~~We expect elevated sales and marketing expenses in~~Additionally, the ~~third quarter~~IRS was selected by the U.S Congress as the vehicle for distribution of ~~2020 due~~the first round of Economic Impact Payments (“EIP1”), which caused significant disruption to the ~~extended~~2020 tax season. As a result of ~~these factors,~~the extension of the 2020 tax season and the EIP1 disruption, our results of operations for our Tax ~~Preparation~~Software segment were negatively impacted in ~~the first and second quarters of~~ 2020 compared to ~~the corresponding periods in~~ prior years.

As a result of the continued impact of the COVID-19 pandemic, including disruptions associated with the distribution of the second and third rounds of Economic Impact Payments, the IRS delayed the start of the 2021 tax season and extended the filing and payment deadline for tax year 2020 federal tax returns from April 15, 2021 to May 17, 2021. In addition, the IRS extended the federal filing and payment deadline for Texas, Louisiana, and Oklahoma to mid-June. Beyond federal filings, the majority of states have also extended their filing and payment deadlines for tax year 2020 state tax returns. We expect that these events will result in the shifting of a significant portion of Tax Software segment revenue that would typically have been expected to be earned in the first quarter of 2021 to the second quarter of 2021, as well as a corresponding shift in sales and marketing expenses. It is possible that the IRS could further extend the deadline, which could result in a further shift in the timing of revenue and/or sales and marketing expenses for the Tax Software segment in 2021.

For additional information on the effects of the ~~coronavirus~~COVID-19 pandemic on our results of operations, see “Results of Operations” below. For more information on the risks related to the ~~coronavirus~~COVID-19 pandemic, see Part ~~II,~~I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020 under the ~~heading,~~subheading, “~~Pandemics, including the recent coronavirus~~The current COVID-19 pandemic could have a Material Adverse Effect.”

~~1st Global Acquisition~~

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 22~~

~~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 U.S. 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. For additional information, see, “Item 1. Financial Statements—Note 3.”

Blucora, Inc. | ~~Q2 2020~~Q1 2021 Form 10-Q 2321

RESULTS OF OPERATIONS

Summary


(In thousands, except percentages)		Three months ended							QTD							Six months ended									YTD

(In thousands, except percentages)	(In thousands, except percentages)			June 30,							Change							June 30,								Change					(In thousands, except percentages)	Three months ended March 31,	Change
		2020			2019		$		%			2020		2019		$			%			2021		2020			$		%
Revenue:	Revenue:																				Revenue:
Wealth Management	Wealth Management	$	115,884		$	127,831	$	(11,947)	(9)	%		$	260,873	$	217,363	$	43,510		20	%	Wealth Management	$	154,491	$	144,989		$	9,502	7	%
Tax Preparation		45,238			65,909		(20,671)		(31)	%		163,569		202,145		(38,576)			(19)	%
Tax Software																					Tax Software	123,892		118,331			5,561		5	%
Total revenue	Total revenue	$	161,122		$	193,740	$	(32,618)	(17)	%		$	424,442	$	419,508	$	4,934		1	%	Total revenue	$	278,383	$	263,320		$	15,063	6	%
Operating income:
Operating income (loss):																					Operating income (loss):
Wealth Management	Wealth Management	$	11,731		$	16,979	$	(5,248)	(31)	%		$	34,329	$	28,519	$	5,810		20	%	Wealth Management	$	19,396	$	22,598		$	(3,202)	(14)	%
Tax Preparation		6,659			41,368		(34,709)		(84)	%		44,412		120,640		(76,228)			(63)	%
Tax Software																					Tax Software	50,888		37,753			13,135		35	%
Corporate-level activity	Corporate-level activity	(22,996)			(30,317)		7,321		(24)	%		(325,186)		(51,016)		(274,170)			537	%	Corporate-level activity	(33,055)		(302,190)			269,135		89	%
Operating income (loss)	Operating income (loss)	(4,606)			28,030		(32,636)		(116)	%		(246,445)		98,143		(344,588)			(351)	%	Operating income (loss)	37,229		(241,839)			279,068		115	%
Other loss, net	Other loss, net	(5,288)			(5,118)		(170)		3	%		(11,423)		(9,076)		(2,347)			26	%	Other loss, net	(7,883)		(6,135)			(1,748)		(28)	%
Income (loss) before income taxes	Income (loss) before income taxes	(9,894)			22,912		(32,806)		(143)	%		(257,868)		89,067		(346,935)			(390)	%	Income (loss) before income taxes	29,346		(247,974)			277,320		112	%
Income tax benefit (expense)		59,539			8,124		51,415		633	%		(7,981)		4,139		(12,120)			(293)	%
Net income (loss) attributable to Blucora, Inc.		$	49,645		$	31,036	$	18,609	60	%		$	(265,849)	$	93,206	$	(359,055)		(385)	%
Income tax expense																					Income tax expense	(1,700)		(67,520)			65,820		97	%
Net income (loss)																					Net income (loss)	$	27,646	$	(315,494)		$	343,140	109	%

For the three months ended ~~June 30, 2020~~March 31, 2021 compared to the three months ended ~~June 30, 2019,~~March 31, 2020, net income increased ~~$18.6~~$343.1 million primarily due to the following factors:

•Tax Preparation segment operating income decreased $34.7 million primarily due to a $18.3 million decrease in consumer revenue and a $14.0 million increase in operating expenses driven by an $11.3 million increase in sales and marketing expenses. The decline in consumer revenue primarily resulted from the extension of the federal tax return filing deadline to July 15, 2020.

•Wealth Management segment operating income decreased ~~$5.2~~$3.2 million primarily due to ~~an $11.9~~a $6.3 million decrease in cash sweep revenue, partially offset by incremental operating income following the HKFS Acquisition.

•Tax Software segment operating income increased $13.1 million primarily due to a ~~$6.7~~$7.6 million decrease in operating ~~expenses. Wealth management results were negatively affected mainly due~~expenses resulting from reduced marketing expenses, in addition to ~~lower cash sweep~~a $5.6 million increase in revenue ~~and lower commission~~primarily resulting from increased consumer revenue.

•Corporate-level ~~expenses~~activity decreased ~~$7.3~~$269.1 million primarily due to a ~~$6.4~~$270.6 million ~~decrease in acquisition and integration costs and a $2.5 million decrease in amortization of acquired intangible assets.~~

•~~The Company recorded an income tax benefit of $59.5 million for the three months ended June 30, 2020 compared to an income tax benefit of $8.1 million for the three months ended June 30, 2019.~~

~~For the six months ended June 30, 2020 compared to the six months ended June 30, 2019, net income decreased $359.1 million primarily due to the following factors:~~

•Tax Preparation segment operating income decreased $76.2 million primarily due to a $38.4 million decrease in consumer revenue. The decline in consumer revenue resulted from a decrease in consumer e-file activity that was primarily due to the extension of the federal tax return filing deadline to July 15, 2020. In addition, operating expenses increased $37.7 million primarily due to increased marketing spend that mainly resulted from the extension of the tax season.

•Wealth Management segment operating income increased $5.8 million primarily due to an increase in advisory and commission revenue as a result of the 1st Global Acquisition, partially offset by lower cash sweep revenue.

•~~Corporate-level expenses increased $274.2 million primarily due to a~~ goodwill impairment ~~of $270.6 million related to our Wealth Management reporting unit~~ and ~~the recognition of $9.8~~$9.2 million in executive transition costs ~~for~~recognized in the ~~six months ended June 30,~~first quarter of 2020. ~~The increase in corporate-level expenses~~This decrease was partially offset by a ~~$3.8~~$6.8 million ~~decrease~~increase in stock-based compensation expense, as well as $3.2 million of expenses recognized in the first quarter of 2021 associated with contested proxy and ~~a $2.5 million decrease in acquisition~~other legal and ~~integration~~consulting costs.

•The Company recorded income tax expense of ~~$8.0~~$1.7 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021, which represented the Company’s state taxes on current period income. This compared to an income tax ~~benefit~~expense of ~~$4.1~~$67.5 million for the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020 primarily related to expiring net operating loss tax benefits and an adjustment to the valuation allowance against deferred tax assets for net operating losses expected to expire in future years.

Blucora, Inc. | ~~Q2 2020~~Q1 2021 Form 10-Q 2422

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~~Software 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, contested proxy and other legal and consulting costs, or impairment of goodwill 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)		Three months ended									QTD									Six months ended										YTD

(In thousands, except percentages)	(In thousands, except percentages)				June 30,								Change									June 30,										Change					(In thousands, except percentages)	Three months ended March 31,	Change
		2020				2019			$		%			2020			2019			$			%			2021			2020				$		%
Revenue	Revenue	$	115,884			$	127,831		$	(11,947)	(9)	%		$	260,873		$	217,363		$	43,510		20	%	Revenue	$	154,491		$	144,989			$	9,502	7	%
Operating income	Operating income	$	11,731			$	16,979		$	(5,248)	(31)	%		$	34,329		$	28,519		$	5,810		20	%	Operating income	$	19,396		$	22,598			$	(3,202)	(14)	%
Segment margin	Segment margin	10		%		13		%						13		%	13		%						Segment margin	13		%	16		%

For the three months ended ~~June 30, 2020~~March 31, 2021 compared to the three months ended ~~June 30, 2019,~~March 31, 2020, Wealth Management operating income decreased ~~$5.2 million due to an $11.9 million decrease in revenue partially offset by a $6.7 million decrease in operating expenses.~~

•~~Wealth Management revenue decreased $11.9~~$3.2 million primarily due to a ~~$9.2~~$6.3 million decrease in ~~asset-based revenue that mainly resulted from lower~~ cash sweep revenue, as well as an $8.2 million decrease in commission revenue. These decreases were partially offset by a $4.9 million increase in advisory revenue primarily due to an increase in advisory assets obtained in the 1st Global Acquisition.

•Wealth Management operating expenses decreased $6.7 million primarily due to a $3.6 million decrease in cost of revenue as a result of decreased commissions and advisory fees paid to our financial professionals, in addition to decreased expenses across our support functions.

~~For the six months ended June 30, 2020 compared to the six months ended June 30, 2019, Wealth Management operating income increased $5.8 million due to a $43.5 million increase in~~ revenue, partially offset by ~~a $37.7 million increase in~~incremental operating ~~expenses.~~income following the HKFS Acquisition. In analyzing revenue and operating expenses for our Wealth Management segment:

•Wealth Management revenue increased ~~$43.5~~$9.5 million primarily due to a ~~$43.9~~$12.4 million increase in advisory revenue, ~~and~~ a ~~$5.2~~$2.0 million increase in commission revenue, and a $0.8 million increase in asset-based retirement plan service fees following the HKFS Acquisition. The increase in advisory revenue was primarily due to advisory assets obtained in the HKFS Acquisition, as ~~a result of the 1st Global Acquisition.~~well as an increase in advisory assets in our legacy Avantax Wealth Management business. These increases were partially offset by ~~an $8.4~~a $6.3 million decrease in ~~asset-based revenue that primarily resulted from lower~~ cash sweep ~~revenue.~~revenue due to a decline in interest rates at the end of the first quarter of 2020.

•Wealth Management operating expenses increased ~~$37.7~~$12.7 million primarily due to ~~a $37.4 million increase~~incremental expenses resulting from the HKFS Acquisition, as well as increases in cost of revenue ~~as a result of the 1st Global Acquisition.~~and sales and marketing expenses in our legacy Avantax Wealth Management business.

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 25~~

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.

Blucora, Inc. | Q1 2021 Form 10-Q 23

A summary of our sources of revenue and business metrics is as follows:

Three months ended QTD Six months ended YTD
(In thousands, except percentages) June 30, Change June 30, Change
Sources of Revenue Primary Drivers 2020 2019 $ 2020 2019 $
Financial professional-driven (1) Advisory - Advisory asset levels $ 66,303 $ 61,410 $ 4,893 $ 145,060 $ 101,167 $ 43,893
Commission - Transactions
- Asset levels
- Product mix 39,836 48,068 (8,232) 90,416 85,228 5,188
Other revenue Asset-based - Cash balances
- Interest rates
- Number of accounts
- Client asset levels 3,981 13,219 (9,238) 14,560 22,912 (8,352)
Transaction and fee - Account activity
- Number of financial
professionals
- Number of clients
- Number of accounts 5,764 5,134 630 10,837 8,056 2,781
Total revenue $ 115,884 $ 127,831 $ (11,947) $ 260,873 $ 217,363 $ 43,510
Total recurring revenue $ 100,004 $ 106,557 $ (6,553) $ 219,259 $ 179,798 $ 39,461
Recurring revenue rate 86.3 % 83.4 % 84.0 % 82.7 %

~~____________________________~~

~~(1)Our “financial professionals” were formerly referred to as “advisors.”~~



(In thousands, except percentages)			Three months ended March 31,						Change
	Sources of Revenue	Primary Drivers	2021			2020			$		%
Financial professional-driven	Advisory	- Advisory asset levels	$	91,119		$	78,757		$	12,362	16	%
	Commission	- Transactions - Asset levels - Product mix	52,534			50,580			1,954		4	%
Other revenue	Asset-based	- Cash balances - Interest rates - Number of accounts - Client asset levels	5,329			10,579			(5,250)		(50)	%
	Transaction and fee	- Account activity - Number of financial professionals - Number of clients - Number of accounts	5,509			5,073			436		9	%
	Total revenue		$	154,491		$	144,989		$	9,502	7	%
	Total recurring revenue		$	130,755		$	119,255		$	11,500	10	%
	Recurring revenue rate		84.6		%	82.3		%

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.

Blucora, Inc. | Q1 2021 Form 10-Q 24

Business metrics


(In thousands, except percentages and as otherwise indicated)	(In thousands, except percentages and as otherwise indicated)	June 30,								Change									(In thousands, except percentages and as otherwise indicated)	March 31,				Change
		2020			2019			Amount		%			2021			2020				$		%
Client assets balances:												Client assets balances:
Total client assets	Total client assets	$	68,519,998		$	67,602,006		$	917,992	1	%	Total client assets	$	84,776,191		$	61,014,454			$	23,761,737	39	%
Brokerage assets	Brokerage assets	$	41,964,610		$	41,335,972		$	628,638	2	%	Brokerage assets	$	48,001,321		$	37,395,490			$	10,605,831	28	%
Advisory assets	Advisory assets	$	26,555,388		$	26,266,034		$	289,354	1	%	Advisory assets	$	36,774,871		$	23,618,964			$	13,155,907	56	%
Advisory assets as a percentage of total client assets	Advisory assets as a percentage of total client assets	38.8		%	38.9		%					Advisory assets as a percentage of total client assets	43.4		%	38.7		%
Number of financial professionals (in ones) (1)		3,862			4,225			(363)		(9)	%
Advisory and commission revenue per financial professional (1) (2)		$	27.5		$	25.9		$	1.6	6	%

Number of financial professionals (in ones):												Number of financial professionals (in ones):
Independent financial professionals (1)												Independent financial professionals (1)	3,691			3,945				(254)		(6)	%
In-house financial professionals (2)												In-house financial professionals (2)	27			—				27		N/A
Total number of financial professionals												Total number of financial professionals	3,718			3,945				(227)		(6)	%
Advisory and commission revenue per financial professional (3)												Advisory and commission revenue per financial professional (3)	$	38.6		$	32.8			$	5.8	18	%

Quarterly production retention rate: (4)												Quarterly production retention rate: (4)
TTM Financial professional-driven revenue (5)												TTM Financial professional-driven revenue (5)	$	514,268		$	495,837
TTM Financial professional-driven revenue related to independent financial professionals who departed in the quarter (5)												TTM Financial professional-driven revenue related to independent financial professionals who departed in the quarter (5)	8,127			4,586
TTM Financial professional-driven revenue, less that related to independent financial professionals who departed in the quarter (5)												TTM Financial professional-driven revenue, less that related to independent financial professionals who departed in the quarter (5)	$	506,141		$	491,251
Quarterly production retention rate (4)												Quarterly production retention rate (4)	98.4		%	99.1		%

____________________________

(1)~~Our “financial professionals” were formerly referred to~~The number of independent financial professionals includes licensed financial professionals that work with Avantax Wealth Management and operate as ~~“advisors.”~~independent contractors, as well as licensed referring representatives at CPA firms that partner with Avantax Planning Partners.

(2)The number of in-house financial professionals includes licensed financial planning consultants, all of which are employees of Avantax Planning Partners.

(3)Calculation based on advisory and commission revenue for the three months ended ~~June 30,~~March 31, 2021 and 2020, respectively.

(4)Quarterly production retention rate is a newly-disclosed business metric and ~~2019, respectively.~~non-GAAP financial measure. We believe quarterly production retention rate is an important measure of our quarterly retention of financial professional-driven revenue (which consists of advisory revenue and commission revenue). Management uses quarterly production retention rate to measure the impact of financial professional departures on our business. Quarterly production retention rate is calculated by subtracting (a) financial professional-driven revenue for the trailing-twelve-month period then ended related to independent financial professionals that departed in the quarter from (b) total financial professional-driven revenue for the trailing-twelve-month period then ended, and then dividing the difference by (c) total financial professional-driven revenue for the trailing-twelve-month period then ended. As quarterly production retention rate is a measure of retention during a quarter, it also includes quarterly production from independent financial professionals who departed in prior quarters in the trailing-twelve-month period, and therefore does not show production retention rate over longer periods of time.

(5)For the trailing-twelve-month period then ended.

Client assets. Total client assets include 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,

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 26~~

annuities, and mutual fund positions held directly with fund companies. These assets are not reported on the consolidated balance sheets.

Advisory assets include client assets for which we provide investment advisory and management services 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 ~~the difference between~~ total client assets ~~and~~other than advisory assets.

Total client assets increased ~~$0.9~~$23.8 billion at ~~June 30, 2020~~March 31, 2021 compared to ~~June 30, 2019~~March 31, 2020 primarily due to $21.7 billion of favorable ~~client~~market change and reinvestment levels ~~partially offset~~compared to client asset levels at March 31, 2020, which were substantially affected by the pandemic-influenced market downturn. In addition, total client assets increased $4.5 billion as a result of the HKFS Acquisition. Partially offsetting these increases were net client ~~outflows.~~

Blucora, Inc. | Q1 2021 Form 10-Q 25

outflows of $2.8 billion, which were primarily the result of financial professional attrition, as well as net outflows that occurred during the pandemic-influenced market disruption in the second quarter of 2020.

Advisory assets as a percentage of total client assets increased to 43.4% at March 31, 2021 compared to 38.7% at March 31, 2020. This increase was primarily due to the HKFS Acquisition because over 90% of the client assets acquired were comprised of advisory assets. In addition, advisory assets as a percentage of total client assets increased in our legacy Avantax Wealth Management business.

~~At this time,~~While financial markets have substantially stabilized since the pandemic-influenced financial market conditions in 2020, we cannot predict with certainty the extent of the impact of the ~~coronavirus~~COVID-19 pandemic and future financial market fluctuations on our ~~future total~~ client ~~and advisory~~ assets. However, ~~as long~~ the ~~coronavirus continues to create~~continued volatility in the U.S. and global economy and uncertainty in financial markets wedue to the pandemic may ~~experience future~~cause declines in the amount of our total client assets. For more information on the risks associated with our Wealth Management business, see ~~Part II, Item 1A~~“Item 1A. Risk Factors” under the ~~heading,~~subheading, “~~Pandemics, including the recent coronavirus~~The current COVID-19 pandemic could have a Material Adverse Effect.”in Part I of our Annual Report on Form 10-K for the year ended December 31, 2020.

Financial professionals.~~In addition, the~~ The Wealth Management business worked with a nationwide network of 3,718 financial professionals as of March 31, 2021. 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 an 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 9%6% at ~~June 30, 2020~~March 31, 2021 compared to ~~June 30, 2019,~~March 31, 2020, with the decrease primarily due to ~~expected~~ attrition ~~following the integration of HD Vest and 1st Global, as well as the impact of~~related to lower revenue-producing financial professionals, which primarily resulted from financial professionals leaving the wealth management ~~business.~~industry and expected attrition in connection with acquisition integration. The decrease in the number of financial professionals was partially offset by our recruitment and onboarding of independent financial professionals and 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 primarily includes fees charged to clients in advisory accounts infor which ~~Avantax is~~we are the ~~RIA and is~~RIA. These fees are based on the value of assets within these advisory ~~assets. Advisory~~accounts. For advisory revenues generated by Avantax Wealth Management, advisory fees are typically billed ~~to clients~~ quarterly, in advance, and the related advisory revenues are deferred and recognized ~~as revenue~~ ratably during the quarter. The value of the assets in an advisory account on the billing date determines the amount billed and, accordingly, the revenues earned in the following three-month period. The majority of our accounts are billed in advance using values as of the last business day of the prior calendar quarter.

~~Increases or decreases in advisory assets have a limited impact on advisory fee revenue in~~over the period in which ~~they occur. Rather, increases or decreases~~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, except percentages)	March 31,				Change
	2021		2020		$		%
Advisory assets—independent financial professionals (1)	$	31,712,984	$	23,618,964	$	8,094,020	34	%
Advisory assets—in-house financial professionals (2) (4)	3,794,739		—		3,794,739		N/A
Retirement advisory assets—in-house financial professionals (3) (4)	1,267,148		—		1,267,148		N/A
Total advisory assets	$	36,774,871	$	23,618,964	$	13,155,907	56	%

_________________________

(1)Represents individual client and retirement advisory assets ~~are a primary driver~~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)Advisory assets and retirement advisory assets related to our in-house professionals were zero as of ~~future advisory fee revenue due to advisory fees being billed in advance. Advisory revenue for a particular quarter is predominately driven by~~March 31, 2020, because the ~~prior quarter-end advisory assets.~~HKFS Acquisition was not completed until July 2020.

Blucora, Inc. | Q1 2021 Form 10-Q 26

The activity within our advisory assets was as follows:


(In thousands)		Three months ended June 30,						Six months ended June 30,
(In thousands, except as otherwise indicated)										(In thousands, except as otherwise indicated)	Three months ended March 31,
		2020		2019		2020		2019			2021		2020
Balance, beginning of the period	Balance, beginning of the period	$	23,618,964	$	13,988,189	$	27,629,164	$	12,555,405	Balance, beginning of the period	$	35,603,557	$	27,629,164
Net increase (decrease) in new advisory assets		(284,024)		308,220		105,976		577,372
Inflows from acquisitions		—		11,397,301		—		11,397,301
Net increase in new advisory assets										Net increase in new advisory assets	368,863		390,000

Market impact and other	Market impact and other	3,220,448		572,324		(1,179,752)		1,735,956		Market impact and other	802,451		(4,400,200)
Balance, end of the period	Balance, end of the period	$	26,555,388	$	26,266,034	$	26,555,388	$	26,266,034	Balance, end of the period	$	36,774,871	$	23,618,964
Advisory revenue	Advisory revenue	$	66,303	$	61,410	$	145,060	$	101,167	Advisory revenue	$	91,119	$	78,757
Average advisory fee rate	Average advisory fee rate	28 bps		28 bps		57 bps		60 bps		Average advisory fee rate	26 bps		29 bps

For the three months ended ~~June 30, 2020~~March 31, 2021 compared to the three months ended ~~June 30, 2019,~~March 31, 2020, advisory revenue increased ~~$4.9 million. For the six months ended June 30, 2020~~$12.4 million primarily due to a $13.2 billion increase in advisory assets at March 31, 2021 compared to ~~the six months ended June 30, 2019, advisory revenue increased $43.9 million.~~March 31, 2020. The ~~increases~~increase in advisory ~~revenues for the quarterly and year-to-date comparative periods were~~assets was primarily due to favorable market change compared to advisory asset levels at March 31, 2020, which were substantially affected by the pandemic-influenced market downturn, as well as an increase in advisory assets ~~obtained in~~resulting from the ~~1st Global~~HKFS Acquisition.

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 27~~

For the ~~six~~three months ended June 30, 2020, advisory asset levels decreased $4.0 billion during the first quarter of 2020 and then rebounded by $2.9 billion during the second quarter of 2020, with these asset level movements correspondingMarch 31, 2021 compared to the ~~volatility in~~three months ended March 31, 2020, the ~~broader financial markets. While~~average advisory fee rate decreased primarily due to our tiered fee structure, which has generated lower average fee rates as client asset balances have increased. In addition, the ~~decrease in~~average advisory fee rate decreased due to the lower advisory fee structure of HKFS.

For the three months ended March 31, 2021, advisory assets during the first quarter of 2020 had a minimal effect on advisory revenue for the first quarter of 2020, advisory revenue recognized for the second quarter of 2020 was negatively affected because such revenue wasincreased $1.2 billion primarily ~~based on the value of~~due to favorable market change and strong client ~~assets within advisory accounts as of March 31, 2020. Our advisory revenue in future quarters will continue to be a function of ending advisory asset levels for the previous quarter.~~inflows, partially offset by client outflows that resulted from financial professional attrition.

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)		Three months ended							QTD							Six months ended									YTD

(in thousands, except percentages)	(in thousands, except percentages)			June 30,							Change							June 30,								Change					(in thousands, except percentages)	Three months ended March 31,	Change
		2020			2019		$		%			2020		2019		$			%			2021		2020			$		%
By product category:	By product category:																				By product category:
Mutual funds	Mutual funds	$	19,312		$	23,437	$	(4,125)	(18)	%		$	45,212	$	42,678	$	2,534		6	%	Mutual funds	$	23,694	$	25,900		$	(2,206)	(9)	%
Variable annuities	Variable annuities	14,604			15,145		(541)		(4)	%		28,354		26,503		1,851			7	%	Variable annuities	18,022		13,750			4,272		31	%
Insurance	Insurance	2,831			4,299		(1,468)		(34)	%		8,064		8,029		35			—	%	Insurance	5,625		5,233			392		7	%
General securities	General securities	3,089			5,187		(2,098)		(40)	%		8,786		8,018		768			10	%	General securities	5,193		5,697			(504)		(9)	%

Total commission revenue	Total commission revenue	$	39,836		$	48,068	$	(8,232)	(17)	%		$	90,416	$	85,228	$	5,188		6	%	Total commission revenue	$	52,534	$	50,580		$	1,954	4	%

By type of commission:	By type of commission:																				By type of commission:
Transaction-based	Transaction-based	$	14,803		$	20,469	$	(5,666)	(28)	%		$	38,184	$	36,153	$	2,031		6	%	Transaction-based	$	22,367	$	23,381		$	(1,014)	(4)	%
Trailing	Trailing	25,033			27,599		(2,566)		(9)	%		52,232		49,075		3,157			6	%	Trailing	30,167		27,199			2,968		11	%
Total commission revenue	Total commission revenue	$	39,836		$	48,068	$	(8,232)	(17)	%		$	90,416	$	85,228	$	5,188		6	%	Total commission revenue	$	52,534	$	50,580		$	1,954	4	%

For the three months ended ~~June 30, 2020~~March 31, 2021 compared to the three months ended ~~June 30, 2019,~~March 31, 2020, trailing commission revenue increased $3.0 million primarily due to increased client asset levels. Partially offsetting this increase, transaction-based commission revenue decreased ~~$5.7 million and trailing commission revenue decreased $2.6~~$1.0 million primarily due to decreased trade volumes ~~and suppressed client asset levels as a result~~driven by the lagging macroeconomic effects of the COVID-19 pandemic and related financial market ~~disruption and the coronavirus pandemic.~~disruption.

For the six months ended June 30, 2020 compared to the six months ended June 30, 2019, transaction-based commission revenue increased $2.0 million and trailing commission revenue increased $3.2 million, primarily due to incremental commission revenue from 1st Global, partially offset by decreased trade volumes and suppressed client asset levels as a result of the financial market disruption and the coronavirus pandemic.

Blucora, Inc. | Q1 2021 Form 10-Q 27

We expect that the positive financial market movement in the second quarter of 2020 will aid in increasing trail-eligible brokerage asset balances and positively impact trailing commissions for the third quarter of 2020, although prior downward financial market movements can have a lagging effect on certain trailing commissions generated in future periods. In addition, trailingTrailing commission 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 three months ended ~~June 30, 2020~~March 31, 2021 compared to the three months ended ~~June 30, 2019,~~March 31, 2020, asset-based revenue decreased ~~$9.2~~$5.3 million primarily due to a ~~$7.7~~$6.3 million decrease in cash sweep revenue as a result of lower interest ~~rates. In addition, revenue generated from~~rates, partially offset by a $0.8 million increase in asset-based retirement plan service fees ~~from financial product manufacturer sponsorship programs decreased by $1.2 million.~~

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 28~~

~~For~~following the six months ended June 30, 2020 compared to the six months ended June 30, 2019, asset-based revenue decreased $8.4 million primarily due to a $6.5 million decrease in cash sweep revenue as a result of lower interest rates. In addition, revenue generated from fees from financial product manufacturer sponsorship program decreased by $1.4 million.HKFS Acquisition.

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, wecash sweep revenue in all quarters subsequent to the first quarter of 2020 has been materially reduced. We expect ~~lower~~continued low levels of cash sweep revenue in future periods in which the federal funds rate is at reduced ~~levels. In addition, due to~~levels, although we may experience an increase in cash sweep revenue should the coronavirus pandemic, we expect to generate less fee revenue from financial product manufacturer sponsorship programs due to our decreased ability to host events in which our financial professionals can meet with product sponsors to learn about their investment products.federal funds rate increase.

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 ~~financial institutions.~~retirement plan sponsors.

For the three months ended ~~June 30, 2020~~March 31, 2021 compared to the three months ended ~~June 30, 2019,~~March 31, 2020, transaction and fee ~~revenues~~revenue increased ~~$0.6 million. For the six months ended June 30, 2020 compared~~$0.4 million primarily due to ~~the six months ended June 30, 2019,~~incremental transaction and fee ~~revenues increased $2.8 million. These increases were primarily due to an increase in client fees and financial professional fees~~revenue as a result of the ~~1st Global~~HKFS Acquisition.

Tax ~~Preparation~~Software


(In thousands, except percentages)		Three months ended									QTD									Six months ended										YTD

(In thousands, except percentages)	(In thousands, except percentages)				June 30,								Change									June 30,										Change					(In thousands, except percentages)	Three months ended March 31,	Change
		2020				2019			$		%			2020			2019			$			%			2021			2020				$		%
Revenue	Revenue	$	45,238			$	65,909		$	(20,671)	(31)	%		$	163,569		$	202,145		$	(38,576)		(19)	%	Revenue	$	123,892		$	118,331			$	5,561	5	%
Operating income	Operating income	$	6,659			$	41,368		$	(34,709)	(84)	%		$	44,412		$	120,640		$	(76,228)		(63)	%	Operating income	$	50,888		$	37,753			$	13,135	35	%
Segment margin	Segment margin	15		%		63		%						27		%	60		%						Segment margin	41		%	32		%

For the three months ended ~~June 30, 2020~~March 31, 2021 compared to the three months ended ~~June 30, 2019,~~March 31, 2020, Tax ~~Preparation~~Software operating income ~~decreased $34.7~~increased $13.1 million due to the following factors:

•Tax ~~Preparation~~Software revenue decreased $20.7 million primarily due to an $18.3 million decrease in consumer revenue as a result of the extension of the filing date for federal tax returns 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.

•~~Tax Preparation operating expenses~~ increased ~~$14.0 million primarily due to increased marketing spend that mainly resulted from the extension of the tax season.~~

~~For the six months ended June 30, 2020 compared to the six months ended June 30, 2019, Tax Preparation operating income decreased $76.2 million due to the following factors:~~

•~~Tax Preparation revenue decreased $38.6~~$5.6 million primarily due to a ~~$38.4~~$6.7 million increase in consumer revenue resulting from increased revenue from ancillary services, such as refund payment transfer and expert filing assistance. This increase in consumer revenue was partially offset by a $1.2 million decrease in ~~consumer revenue due to the extension of the federal tax filing deadline.~~professional revenue.

•Tax ~~Preparation~~Software operating expenses ~~increased $37.7~~decreased $7.6 million primarily due to ~~increased~~decreased marketing ~~spend as a result~~expenses. Marketing expenses for the first quarter of 2020 were elevated due to incremental ~~investment required~~marketing efforts in March ~~due~~2020 to address weak performance through the first two months of the ~~tax season, as well as increased marketing required due to the extended~~2020 tax season.

Tax Software revenue and operating expenses for the three months ended March 31, 2021 and for the three months ended March 31, 2020 were also significantly impacted by the extension of the filing and payment deadlines for federal tax returns in both the 2020 and 2021 tax seasons. For additional discussion of the COVID-19 pandemic and its effect on current and prior year Tax Software segment results, please see the “COVID-19 Pandemic” section within this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Sources of revenue

Tax ~~Preparation~~Software 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, audit defense, e-file concierge services, and ~~audit defense.~~expert filing assistance.

We classify Tax ~~Preparation~~Software revenue into two different categories: consumer revenue and professional revenue. Consumer revenue represents Tax ~~Preparation~~Software revenue derived from products and services sold to customers and

Blucora, Inc. | Q1 2021 Form 10-Q 28

businesses primarily for the preparation of individual or business tax returns. Professional revenue represents Tax

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 29~~

~~Preparation~~ Software 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)		Three months ended							QTD							Six months ended									YTD

(In thousands, except percentages)	(In thousands, except percentages)			June 30,							Change							June 30,								Change					(In thousands, except percentages)	Three months ended March 31,	Change
		2020			2019		$		%			2020		2019		$			%			2021		2020			$		%
Consumer	Consumer	$	44,421		$	62,686	$	(18,265)	(29)	%		$	148,242	$	186,628	$	(38,386)		(21)	%	Consumer	$	110,567	$	103,821		$	6,746	6	%
Professional	Professional	817			3,223		(2,406)		(75)	%		15,327		15,517		(190)			(1)	%	Professional	13,325		14,510			(1,185)		(8)	%
Total revenue	Total revenue	$	45,238		$	65,909	$	(20,671)	(31)	%		$	163,569	$	202,145	$	(38,576)		(19)	%	Total revenue	$	123,892	$	118,331		$	5,561	5	%

Business Metrics

We measure the performance of our Tax ~~Preparation~~Software business using three sets of non-financial metrics, which we consider to be important indicators of the performance of our Tax ~~Preparation~~Software 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~~Software business, in addition to the consumer and professional tax ~~preparation~~software portions of the Tax ~~Preparation~~Software business:

•We measure our total tax ~~preparation~~software customers using the total number of accepted federal tax e-files completed by both our consumer tax ~~preparation~~software customers and our professional tax ~~preparer~~software customers.

•We measure our consumer tax ~~preparation~~software customers using the number of accepted federal tax e-files made through our software and digital services.

•We measure our professional tax ~~preparer~~software 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 tax preparation metrics were as follows:~~

(In thousands, except percentages and as otherwise indicated) Six months ended Year-to-date period ended
June 30, Change July 16, Change
2020 2019 Units % 2020 (1) 2019 (1) Units %
Total e-files (2) 4,595 5,095 (500) (10) % 5,149 5,108 41 1 %
Consumer:
Consumer e-files (2) 2,734 3,179 (445) (14) % 3,113 3,184 (71) (2) %
Professional:
Professional e-files 1,861 1,916 (55) (3) % 2,036 1,924 112 6 %
Units sold (in ones) 20,087 20,583 (496) (2) % 20,207 20,596 (389) (2) %
Professional e-files per unit sold (in ones) 92.6 93.1 (0.5) (1) % 100.8 93.4 7.4 8 %

~~____________________________~~

~~(1)~~Tax season begins on the first day that the IRS begins accepting e-files and ends on filing deadline day plus one day. As a result of the coronavirus pandemic, the IRS extended the filing deadline for federal tax returns relating to the 2019 tax year to July 15, 2020. In order to provide comparable prior period data, we also provided e-file information for the equivalent period in 2019.

~~(2)~~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 total e-files and consumer e-files above.

For the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 compared to the ~~six~~three months ended ~~June 30, 2019, total~~March 31, 2020:

•The number of accepted consumer e-files was relatively flat.

•The number of professional tax software e-files, the number of units sold, and the number of e-files per unit sold were slightly higher.

Quantitative information on the number of consumer e-files, professional e-files, professional units sold, and professional e-files ~~decreased primarily due~~per unit sold has been excluded because we do not view the comparison of these metrics to prior quarters as meaningful in light of the extension of the filing ~~date~~and payment deadline for tax year 2020 federal tax returns from April 15, 2021 to ~~July 15,~~May 17, 2021, as well as the extension of the federal filing and payment deadlines to mid-June for Texas, Louisiana, and Oklahoma.

For more information on the risks associated with our Tax Software business, see “Item 1A. Risk Factors” under the heading, “The current COVID-19 pandemic could have a Material Adverse Effect.” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2020.

For the year-to-date period ended July 16, 2020 compared to the year-to-date period ended July 16, 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.

Blucora, Inc. | ~~Q2 2020~~Q1 2021 Form 10-Q 3029

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, depreciation, amortization of acquired intangible assets, impairment of goodwill, executive transition costs, headquarters relocation costs, ~~depreciation, amortization of acquired intangible assets,~~ and ~~impairment of goodwill,~~contested proxy and other legal and consulting costs, is not allocated to our segments.

Corporate level activity by category was as follows:


		Three months ended						QTD						Six months ended								YTD
(In thousands)		June 30,						Change						June 30,								Change
(In thousands, except percentages)																		(In thousands, except percentages)	Three months ended March 31,				Change
		2020		2019		$		%		2020		2019		$		%			2021		2020		$		%
General and administrative expenses		$	5,810	$	6,221	$	(411)	(7)	%	$	12,826	$	13,326	$	(500)	(4)	%
Unallocated corporate-level general and administrative expenses																		Unallocated corporate-level general and administrative expenses	$	5,694	$	7,016	$	(1,322)	(19)	%
Stock-based compensation	Stock-based compensation	3,904		4,082		(178)		(4)	%	2,703		6,525		(3,822)		(59)	%	Stock-based compensation	5,610		(1,201)		6,811		567	%
Acquisition and integration costs	Acquisition and integration costs	2,824		9,183		(6,359)		(69)	%	8,506		10,980		(2,474)		(23)	%	Acquisition and integration costs	8,103		5,682		2,421		43	%
Executive transition costs		636		—		636		N/A		9,820		—		9,820		N/A
Headquarters relocation costs		737		—		737		N/A		1,453		—		1,453		N/A
Depreciation	Depreciation	2,412		1,662		750		45	%	4,832		2,972		1,860		63	%	Depreciation	3,243		2,420		823		34	%
Amortization of acquired intangible assets	Amortization of acquired intangible assets	6,673		9,169		(2,496)		(27)	%	14,421		17,213		(2,792)		(16)	%	Amortization of acquired intangible assets	7,175		7,748		(573)		(7)	%
Impairment of goodwill	Impairment of goodwill	—		—		—		N/A		270,625		—		270,625		N/A		Impairment of goodwill	—		270,625		(270,625)		(100)	%
Executive transition costs																		Executive transition costs	—		9,184		(9,184)		(100)	%
Headquarters relocation costs																		Headquarters relocation costs	—		716		(716)		(100)	%
Contested proxy and other legal and consulting costs																		Contested proxy and other legal and consulting costs	3,230		—		3,230		N/A
Total corporate-level activity	Total corporate-level activity	$	22,996	$	30,317	$	(7,321)	(24)	%	$	325,186	$	51,016	$	274,170	537	%	Total corporate-level activity	$	33,055	$	302,190	$	(269,135)	(89)	%

For the three months ended ~~June 30, 2020~~March 31, 2021 compared to the three months ended ~~June 30, 2019,~~March 31, 2020, corporate level ~~expenses~~activity decreased ~~$7.3~~$269.1 million primarily due to the ~~following factors:~~

•~~Acquisition and integration costs decreased $6.4 million due to reduced costs recognized for the HKFS Acquisition and the continued integration~~non-recurrence of ~~1st Global during the three months ended June 30, 2020 compared to the costs recognized for the 1st Global Acquisition during the three months ended June 30, 2019.~~

•Amortization of acquired intangible assets decreased $2.5 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.

~~For the six months ended June 30, 2020 compared to the six months ended June 30, 2019, corporate level expenses increased $274.2 million primarily due to~~ the following factors:

•For the ~~six~~three months ended ~~June 30,~~March 31, 2020, we recognized goodwill impairment of $270.6 million related to our Wealth Management reporting unit. ~~For additional information, see “Item 1. Financial Statements—Note 5.”~~

•Executive transition costs of ~~$9.8~~$9.2 million were recognized for the ~~six~~three months ended ~~June 30,~~March 31, 2020 due to the departure of certain Company executives.

Partially offsetting this ~~increase:~~decrease in corporate-level activity:

•Stock-based compensation ~~decreased $3.8~~increased $6.8 million. Stock-based compensation for the three months ended March 31, 2020 was reduced by $6.0 million due to stock award forfeitures resulting from executive departures in the first quarter of 2020.

•~~Amortization of acquired intangibles decreased $2.8~~For the three months ended March 31, 2021, we recognized $3.2 million ~~due to TaxAct customer relationship intangible assets that completed their useful lives~~in expenses associated with contested proxy and ~~ceased amortizing in early 2020, partially offset by an increase in amortization due to intangibles acquired in the 1st Global Acquisition.~~other legal and consulting costs.

•Acquisition and integration ~~costs decreased $2.5~~expenses increased $2.4 million. Acquisition and integration expenses of $8.1 million ~~due~~for the three months ended March 31, 2021 primarily related to ~~reduced costs recognized for~~ the HKFS Acquisition and included a $6.3 million loss related to the ~~continued~~fair value increase of the liability related to the two potential post-closing earn-out payments (the “HKFS Contingent Consideration”). For the three months ended March 31, 2020, acquisition and integration expenses were $5.7 million, which included $3.0 million related to the acquisition of 1st Global, ~~during the six months ended June 30, 2020 compared~~Inc. and 1st Global Insurance Services, Inc. (together, “1st Global”) in 2019 (the “1st Global Acquisition”) and $2.7 million related to the ~~costs recognized for the 1st Global Acquisition during the six months ended June 30, 2019.~~

HKFS Acquisition.

Blucora, Inc. | ~~Q2 2020~~Q1 2021 Form 10-Q 3130

OPERATING EXPENSES

Cost of Revenue


(In thousands, except percentages)		Three months ended									QTD									Six months ended										YTD

(In thousands, except percentages)	(In thousands, except percentages)				June 30,								Change									June 30,										Change					(In thousands, except percentages)	Three months ended March 31,	Change
		2020				2019			$		%			2020			2019			$			%			2021			2020				$		%
Wealth Management services cost of revenue	Wealth Management services cost of revenue	$	83,868			$	87,477		$	(3,609)	(4)	%		$	186,210		$	148,851		$	37,359		25	%	Wealth Management services cost of revenue	$	108,623		$	102,342			$	6,281	6	%
Tax Preparation services cost of revenue		3,054				3,149			(95)		(3)	%		7,067			7,350			(283)			(4)	%
Tax Software services cost of revenue																									Tax Software services cost of revenue	5,578			4,013				1,565		39	%

Total cost of revenue	Total cost of revenue	$	86,922			$	90,626		$	(3,704)	(4)	%		$	193,277		$	156,201		$	37,076		24	%	Total cost of revenue	$	114,201		$	106,355			$	7,846	7	%
Percentage of revenue	Percentage of revenue	54		%		47		%						46		%	37		%						Percentage of revenue	41		%	40		%

Cost of revenue consists of costs related to our Wealth Management and Tax ~~Preparation~~Software 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 three months ended ~~June 30, 2020~~March 31, 2021 compared to the three months ended ~~June 30, 2019,~~March 31, 2020, cost of revenue ~~decreased $3.7~~increased $7.8 million primarily due to ~~a decrease~~an increase in advisory fees and commissions paid to ~~our financial professionals. The reduced commissions paid to our~~ financial professionals, which primarily resulted from increased advisory asset balances in our legacy Avantax Wealth Management business and ~~recognized as~~incremental advisory asset balances following the HKFS Acquisition. The increase in cost of revenue ~~are a function~~was also the result of lower transactions and suppressed client asset balances and represent a portion of the commissions and advisory fees we recognize as revenue. We expect cost of revenue for the third quarter 2020 and future periods to align with our expectations of advisory and commission revenue.

~~For the six months ended June 30, 2020 compared to the six months ended June 30, 2019, cost of revenue increased $37.1 million primarily due to the 1st Global Acquisition.~~

~~In future periods, we expect increased Tax Preparation cost of revenue due to~~ increased depreciation related to ~~additional~~ capitalized software costs for ~~TaxAct.~~TaxAct and an increase in TaxAct personnel costs.

Engineering and Technology


(In thousands, except percentages)		Three months ended									QTD									Six months ended										YTD

(In thousands, except percentages)	(In thousands, except percentages)				June 30,								Change									June 30,										Change					(In thousands, except percentages)	Three months ended March 31,	Change
		2020				2019			$		%			2020			2019			$			%			2021			2020				$		%
Engineering and technology	Engineering and technology	$	7,377			$	7,159		$	218	3	%		$	15,892		$	13,688		$	2,204		16	%	Engineering and technology	$	7,128		$	8,515			$	(1,387)	(16)	%
Percentage of revenue	Percentage of revenue	5		%		4		%						4		%	3		%						Percentage of revenue	3		%	3		%

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 condensed 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 three months ended ~~June 30, 2020~~March 31, 2021 compared to the three months ended ~~June 30, 2019,~~March 31, 2020, engineering and technology expenses ~~were relatively consistent.~~

~~For the six months ended June 30, 2020 compared to the six months ended June 30, 2019, engineering and technology expenses increased $2.2~~decreased $1.4 million primarily due to ~~increased headcount and~~decreased consulting fees in our Tax ~~Preparation~~Software business partially offset by an increase in network and data processing expenses in our Tax Software business.

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 32~~

Sales and Marketing


(In thousands, except percentages)		Three months ended									QTD									Six months ended										YTD

(In thousands, except percentages)	(In thousands, except percentages)				June 30,								Change									June 30,										Change					(In thousands, except percentages)	Three months ended March 31,	Change
		2020				2019			$		%			2020			2019			$			%			2021			2020				$		%
Sales and marketing	Sales and marketing	$	40,057			$	29,256		$	10,801	37	%		$	119,767		$	84,828		$	34,939		41	%	Sales and marketing	$	77,562		$	79,710			$	(2,148)	(3)	%
Percentage of revenue	Percentage of revenue	25		%		15		%						28		%	20		%						Percentage of revenue	28		%	30		%

Sales and marketing expenses primarily consist of marketing expenses associated with our Tax ~~Preparation~~Software 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.

Blucora, Inc. | Q1 2021 Form 10-Q 31

For the three months ended ~~June 30, 2020~~March 31, 2021 compared to the three months ended ~~June 30, 2019,~~March 31, 2020, sales and marketing expenses ~~increased $10.8 million. For the six months ended June 30, 2020 compared to the six months ended June 30, 2019, sales and marketing expenses increased $34.9 million. These increases were~~decreased $2.1 million primarily due to ~~increased~~an $8.1 million decrease in advertising ~~costs in our Tax Preparation business during the tax season.~~

~~In addition, we expect elevated sales~~ and marketing costs in our Tax ~~Preparation~~Software business. Advertising and marketing expenses in our Tax Software business infor the ~~third~~first quarter of 2020 were elevated due to incremental marketing efforts in March 2020 to address weak performance through the ~~extended~~first two months of the 2020 tax season. This decrease was partially offset by a $5.9 million increase in sales and marketing expenses in our Wealth Management business due to incremental expenses following the HKFS Acquisition and increased headcount to support growth in the Wealth Management business.

General and Administrative


(In thousands, except percentages)		Three months ended									QTD							Six months ended										YTD

(In thousands, except percentages)	(In thousands, except percentages)				June 30,								Change							June 30,										Change					(In thousands, except percentages)	Three months ended March 31,	Change
		2020				2019			$		%			2020		2019		$			%			2021			2020				$		%
General and administrative	General and administrative	$	20,200			$	19,002		$	1,198	6	%		44,928		36,079		$	8,849		25	%	General and administrative	$	24,685		$	24,728			$	(43)	—	%
Percentage of revenue	Percentage of revenue	13		%		10		%						11	%	9	%						Percentage of revenue	9		%	9		%

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 three months ended ~~June 30, 2020~~March 31, 2021 compared to the three months ended ~~June 30, 2019,~~March 31, 2020, G&A expenses ~~increased $1.2 million primarily due to $0.7 million of headquarters relocation costs and $0.6 million of executive~~were relatively flat. Contributing factors included the following:

•Executive transition costs ~~that~~of $9.2 million were recognized infor the ~~second quarter of 2020. The headquarters relocation costs relate to the process of moving from our Dallas and Irving offices to our new headquarters, and the executive transition costs were~~three months ended March 31, 2020 due to the departure of certain Company executives.

~~For~~•Stock-based compensation increased $6.8 million. Stock-based compensation for the ~~six~~three months ended ~~June 30,~~March 31, 2020 compared to the six months ended June 30, 2019, G&A expenses increased $8.8 million primarily due to $9.8 million of executive transition costs and $1.5 million of headquarters relocation costs that were recognized for the six months ended June 30, 2020, partially offsetwas reduced by ~~reduced stock-based compensation expense due to~~ stock award forfeitures resulting from executive departures in the first quarter of 2020.

~~We have not experienced any material increases in G&A expenses due to the coronavirus pandemic for~~•For the three ~~and six~~ months ended ~~June 30, 2020.~~March 31, 2021, we recognized $3.2 million in expenses associated with contested proxy and other legal and consulting costs.

Acquisition and Integration


(In thousands, except percentages)		Three months ended									QTD									Six months ended										YTD

(In thousands, except percentages)	(In thousands, except percentages)				June 30,								Change									June 30,										Change					(In thousands, except percentages)	Three months ended March 31,	Change
		2020				2019			$		%			2020			2019			$			%			2021			2020				$		%
Employee-related expenses	Employee-related expenses	$	232			$	2,613		$	(2,381)	(91)	%		$	1,062		$	2,830		$	(1,768)		(62)	%	Employee-related expenses	$	213		$	830			$	(617)	(74)	%
Professional services	Professional services	2,356				5,978			(3,622)		(61)	%		6,542			7,558			(1,016)			(13)	%	Professional services	1,126			4,186				(3,060)		(73)	%
Change in fair value of HKFS Contingent Consideration																									Change in fair value of HKFS Contingent Consideration	6,300			—				6,300		N/A
Other expenses	Other expenses	236				592			(356)		(60)	%		902			592			310			52	%	Other expenses	464			666				(202)		(30)	%
Total	Total	$	2,824			$	9,183		$	(6,359)	(69)	%		$	8,506		$	10,980		$	(2,474)		(23)	%	Total	$	8,103		$	5,682			$	2,421	43	%
Percentage of revenue	Percentage of revenue	2		%		5		%						2		%	3		%						Percentage of revenue	3		%	2		%

Acquisition and integration expenses primarily relate to the ~~1st Global~~HKFS Acquisition and ~~HKFS~~the 1st Global Acquisition and consist of employee-related expenses, professional services fees, and other expenses.

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 33~~

For the three months ended March 31, 2021, acquisition and integration expenses of $8.1 million primarily related to the HKFS Acquisition, which included a $6.3 million loss related to the increase in fair value of the HKFS Contingent Consideration liability. For additional information on the HKFS Contingent Consideration liability, see “Item 1. Financial Statements—Note 7.”

For the three months ended ~~June 30,~~March 31, 2020, acquisition and integration expenses included ~~$1.7~~$3.0 million related to the 1st Global Acquisition and ~~$1.1~~$2.7 million related to the HKFS ~~acquisition. For the three months ended June 30, 2019, acquisition and integration expenses resulted from the 1st Global~~ Acquisition.

For the six months ended June 30, 2020, acquisition and integration expenses included $4.7 million related to the 1st Global Acquisition and $3.8 million related to the HKFS Acquisition. For the six months ended June 30, 2019, acquisition and integration expenses resulted from the 1st Global Acquisition.

Blucora, Inc. | Q1 2021 Form 10-Q 32

Depreciation and Amortization of Acquired Intangible Assets


(In thousands, except percentages)		Three months ended									QTD									Six months ended										YTD

(In thousands, except percentages)	(In thousands, except percentages)				June 30,								Change									June 30,										Change					(In thousands, except percentages)	Three months ended March 31,	Change
		2020				2019			$		%			2020			2019			$			%			2021			2020				$		%
Depreciation	Depreciation	$	1,675			$	1,315		$	360	27	%		$	3,471		$	2,376		$	1,095		46	%	Depreciation	$	2,300		$	1,796			$	504	28	%
Amortization of acquired intangible assets	Amortization of acquired intangible assets	6,673				9,169			(2,496)		(27)	%		14,421			17,213			(2,792)			(16)	%	Amortization of acquired intangible assets	7,175			7,748				(573)		(7)	%
Total	Total	$	8,348			$	10,484		$	(2,136)	(20)	%		$	17,892		$	19,589		$	(1,697)		(9)	%	Total	$	9,475		$	9,544			$	(69)	(1)	%
Percentage of revenue	Percentage of revenue	5		%		5		%						4		%	5		%						Percentage of revenue	3		%	4		%

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 three months ended ~~June 30, 2020~~March 31, 2021 compared to the three months ended ~~June 30, 2019,~~March 31, 2020, depreciation and amortization expense decreased ~~$2.1~~$0.1 million primarily due to decreased amortization of acquired intangible assets as a result of TaxAct customer relationship intangible assets that completed their useful lives and ceased amortizing in early ~~2020, partially~~2020. This decrease was largely offset by an increase in ~~amortization due to intangibles acquired in the 1st Global Acquisition.~~

For the six months ended June 30, 2020 compared to the six months ended June 30, 2019, depreciation and amortization expense decreased $1.7 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, as well as an increase in depreciation resulting from ~~additional depreciable assets obtained in the 1st Global Acquisition and additional internal-use software put into service.~~

~~In future periods, we expect increased depreciation related to~~ property and equipment put into service at our new headquarters in July 2020.

Impairment of Goodwill


(In thousands, except percentages)		Three months ended									QTD						Six months ended									YTD

(In thousands, except percentages)	(In thousands, except percentages)				June 30,							Change							June 30,									Change					(In thousands, except percentages)	Three months ended March 31,	Change
		2020				2019			$		%		2020		2019		$			%		2021			2020				$		%
Impairment of goodwill	Impairment of goodwill	$	—			$	—		$	—	N/A		270,625		—		$	270,625		N/A	Impairment of goodwill	$	—		$	270,625			$	(270,625)	(100)	%
Percentage of revenue	Percentage of revenue	—		%		—		%					64	%	—	%					Percentage of revenue	—		%	103		%

For the ~~six~~three months ended ~~June 30,~~March 31, 2020, we recognized goodwill impairment of $270.6 million related to our Wealth Management reporting unit. ~~For additional information, see “Item 1. Financial Statements—Note 5.”~~

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 34~~

OTHER LOSS, NET


		Three months ended						QTD						Six months ended								YTD
(In thousands)		June 30,						Change						June 30,								Change
(In thousands, except percentages)																		(In thousands, except percentages)	Three months ended March 31,				Change
		2020		2019		$		%		2020		2019		$		%			2021		2020		$		%
Interest expense	Interest expense	$	4,840	$	4,770	$	70	1	%	$	10,156	$	8,546	$	1,610	19	%	Interest expense	$	7,183	$	5,316	$	1,867	35	%
Amortization of debt issuance costs	Amortization of debt issuance costs	331		375		(44)		(12)	%	644		547		97		18	%	Amortization of debt issuance costs	363		313		50		16	%
Accretion of debt discounts	Accretion of debt discounts	70		85		(15)		(18)	%	138		123		15		12	%	Accretion of debt discounts	277		68		209		307	%
Total interest expense	Total interest expense	5,241		5,230		11		—	%	10,938		9,216		1,722		19	%	Total interest expense	7,823		5,697		2,126		37	%
Interest income	Interest income	(11)		(149)		138		(93)	%	(25)		(289)		264		(91)	%	Interest income	(2)		(14)		12		86	%

Other	Other	58		37		21		57	%	510		149		361		242	%	Other	62		452		(390)		(86)	%
Other loss, net	Other loss, net	$	5,288	$	5,118	$	170	3	%	$	11,423	$	9,076	$	2,347	26	%	Other loss, net	$	7,883	$	6,135	$	1,748	28	%

For the three months ended ~~June 30, 2020~~March 31, 2021 compared to the three months ended ~~June 30, 2019, other loss, net, was relatively consistent.~~

~~For the six months ended June 30,~~March 31, 2020, ~~compared to the six months ended June 30, 2019,~~ other loss, net, increased ~~$2.3~~$1.7 million primarily due ~~to $1.7~~a $2.1 million increase in total interest expense. This increased interest expense ~~largely resulting from~~was primarily due to higher outstanding debt balances ~~as a result of~~following the ~~$125.0~~$175.0 million increase in the Term Loan (as defined below) under the Senior Secured Credit Facility (as defined below) in ~~the second quarter of 2019, in addition to incremental borrowings under the Revolver during the six months ended June 30, 2020.~~

~~We expect interest expense for~~ the third quarter of ~~2020 and going forward to increase due to the $175.0 million increase to the Term Loan that was effective on July 1,~~ 2020.

The Senior Secured Credit Facility, including the Term Loan and the Revolver (as defined below) thereunder, are described in more detail under “Liquidity and Capital Resources” below.

INCOME TAXES


(In thousands, except percentages)	(In thousands, except percentages)	Three months ended							QTD							Six months ended									YTD						(In thousands, except percentages)	Three months ended March 31,	Change
				June 30,							Change							June 30,								Change
		2020			2019		$		%			2020		2019		$			%			2021		2020			$		%
Income tax benefit (expense)		$	59,539		$	8,124	$	51,415	633	%		$	(7,981)	$	4,139	$	(12,120)		(293)	%
Income tax expense																					Income tax expense	$	(1,700)	$	(67,520)		$	65,820	97	%

The Company recorded income tax ~~benefit of $59.5 million and income tax~~ expense of ~~$8.0~~$1.7 million for the three ~~and six~~ months ended ~~June 30, 2020, respectively.~~March 31, 2021. The ~~Company's~~Company has prepared its interim tax provision by applying a year-to-date effective tax rate as it represents the best estimate of the annual effective tax rate.

Blucora, Inc. | Q1 2021 Form 10-Q 33

The Company’s effective income tax rate for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 differed from the 21% statutory rate primarily due to the release of valuation allowances and the effect of state income taxes. We currently expect to continue to release portions of valuation allowances, which were previously recorded in connection with our net operating losses, to offset future federal income tax liabilities. The majority of these net operating losses will either be utilized or expire between 2021 and 2024.

The Company recorded income tax expense of $67.5 million for the three months ended March 31, 2020. The Company’s effective income tax rate for the three months ended March 31, 2020 differed from the 21% statutory rate primarily due to expiring net operating loss tax benefits, ~~in the current year,~~ an adjustment to the valuation allowance against ~~the~~ deferred tax assets for net operating losses expected to expire in future years, ~~of $14.7 million,~~ and non-deductible officer compensation expense. ~~The goodwill impairment charge of $270.6 million did not have an impact on the estimated annual effective income tax rate.~~

~~On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the~~ ~~“CARES Act”). Intended to provide economic relief to those impacted by the coronavirus pandemic, the CARES Act includes provisions, among others, addressing refunds of alternative minimum tax (“AMT”) credits, temporary modifications to the limitations placed on the tax deductibility of net interest expenses, and technical amendments for qualified improvement property (“QIP”~~). Additionally, the CARES Act, in an effort to enhance liquidity for businesses, provides for refundable employee retention tax credits and the deferral of the employer-paid portion of social security taxes.

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 35~~

~~We expect that we will be able to utilize the CARES Act provisions in the following ways:~~

•~~The provision permitting an adjustment to the AMT credit carryforward will have an immediate effect by allowing us to recover the remaining $5.5 million AMT receivable in 2020.~~

•The adjustments made to the Internal Revenue Code §163(j) limiting the deduction for business interest expense will allow a 50% limitation (rather than the previous 30% limitation) for taxable years beginning in 2019 and 2020. Furthermore, we may use our adjusted taxable income for tax year 2019 when calculating our interest limitation for tax year 2020.

•~~The QIP technical correction may allow us to claim bonus tax depreciation on certain building improvements.~~

•~~The deferral of the employer-paid portion of social security taxes will result in the deferral of $2.6 million of employer social security taxes for the remainder of 2020.~~

Blucora, Inc. | ~~Q2 2020~~Q1 2021 Form 10-Q 3634

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, executive transition costs, headquarters relocation costs, contested proxy and other legal and consulting costs, and income tax ~~(benefit)~~ expense. Other loss, net primarily constitutes our interest expense, net of interest income. Acquisition and integration costs primarily relate to the ~~1st Global~~HKFS Acquisition and ~~the HKFS~~1st Global Acquisition. Impairment of goodwill relates to the impairment of our Wealth Management reporting unit goodwill ~~that was recognized~~ in the first quarter of 2020. Executive transition costs relate to the departure of certain Company executives in the first quarter of 2020. Headquarters relocation costs relate to the process of moving from our Dallas and Irving offices 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)	(In thousands)	Three months ended June 30,						Six months ended June 30,							(In thousands)	Three months ended March 31,
		2020		2019		2020		2019			2021		2020
Net income (loss) attributable to Blucora, Inc.		$	49,645	$	31,036	$	(265,849)	$	93,206
Net income (loss)										Net income (loss)	$	27,646	$	(315,494)
Stock-based compensation	Stock-based compensation	3,904		4,082		2,703		6,525		Stock-based compensation	5,610		(1,201)
Depreciation and amortization of acquired intangible assets	Depreciation and amortization of acquired intangible assets	9,085		10,831		19,253		20,185		Depreciation and amortization of acquired intangible assets	10,418		10,168
Other loss, net	Other loss, net	5,288		5,118		11,423		9,076		Other loss, net	7,883		6,135
Acquisition and integration costs		2,824		9,183		8,506		10,980
Acquisition and integration—Excluding change in fair value of HKFS Contingent Consideration										Acquisition and integration—Excluding change in fair value of HKFS Contingent Consideration	1,803		5,682
Acquisition and integration—Change in fair value of HKFS Contingent Consideration										Acquisition and integration—Change in fair value of HKFS Contingent Consideration	6,300		—
Impairment of goodwill	Impairment of goodwill	—		—		270,625		—		Impairment of goodwill	—		270,625
Executive transition costs	Executive transition costs	636		—		9,820		—		Executive transition costs	—		9,184
Headquarters relocation costs	Headquarters relocation costs	737		—		1,453		—		Headquarters relocation costs	—		716
Income tax (benefit) expense		(59,539)		(8,124)		7,981		(4,139)
Contested proxy and other legal and consulting costs										Contested proxy and other legal and consulting costs	3,230		—
Income tax expense										Income tax expense	1,700		67,520
Adjusted EBITDA	Adjusted EBITDA	$	12,580	$	52,126	$	65,915	$	135,833	Adjusted EBITDA	$	64,590	$	53,335

Non-GAAP net income and non-GAAP net income per share

We define non-GAAP net income 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, acquisition and integration costs, impairment of goodwill, executive transition costs, headquarters relocation costs, contested proxy and other legal and consulting costs, the related cash tax impact of those adjustments, and non-cash income tax (benefit) expense. We exclude the non-cash portion of income tax expense 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 be utilized or expire ~~if unutilized,~~ between ~~2020~~2021 and 2024.

We believe that non-GAAP net income and non-GAAP net income per share provide meaningful supplemental information to management, investors, and analysts regarding our performance and the valuation of our business by excluding items in the statement of operations that we do not consider part of our ongoing operations or have not been, or are not expected to be, settled in cash. Additionally, we believe that non-GAAP net income and non-GAAP net income per share are common measures used by investors and analysts to evaluate our performance and the valuation of our business. Non-GAAP net income and non-GAAP net income per share should be evaluated in light

Blucora, Inc. | Q1 2021 Form 10-Q 35

of our financial results prepared in accordance with GAAP and should be considered as a supplement to, and not as

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 37~~

a substitute for or superior to, GAAP net income (loss) and net income (loss) per share. Other companies may calculate non-GAAP net income and non-GAAP net income per share 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)	(In thousands, except per share amounts)	Three months ended June 30,						Six months ended June 30,							(In thousands, except per share amounts)	Three months ended March 31,
		2020		2019		2020		2019			2021		2020
Net income (loss) attributable to Blucora, Inc.		$	49,645	$	31,036	$	(265,849)	$	93,206
Net income (loss)										Net income (loss)	$	27,646	$	(315,494)
Stock-based compensation	Stock-based compensation	3,904		4,082		2,703		6,525		Stock-based compensation	5,610		(1,201)
Amortization of acquired intangible assets	Amortization of acquired intangible assets	6,673		9,169		14,421		17,213		Amortization of acquired intangible assets	7,175		7,748

Acquisition and integration costs		2,824		9,183		8,506		10,980
Acquisition and integration—Excluding change in fair value of HKFS Contingent Consideration										Acquisition and integration—Excluding change in fair value of HKFS Contingent Consideration	1,803		5,682
Acquisition and integration—Change in fair value of HKFS Contingent Consideration										Acquisition and integration—Change in fair value of HKFS Contingent Consideration	6,300		—
Impairment of goodwill	Impairment of goodwill	—		—		270,625		—		Impairment of goodwill	—		270,625
Executive transition costs	Executive transition costs	636		—		9,820		—		Executive transition costs	—		9,184
Headquarters relocation costs	Headquarters relocation costs	737		—		1,453		—		Headquarters relocation costs	—		716
Contested proxy and other legal and consulting costs										Contested proxy and other legal and consulting costs	3,230		—

Cash tax impact of adjustments to GAAP net income	Cash tax impact of adjustments to GAAP net income	(259)		(771)		(995)		(1,182)		Cash tax impact of adjustments to GAAP net income	(543)		(736)
Non-cash income tax (benefit) expense	Non-cash income tax (benefit) expense	(59,697)		(11,317)		7,340		(8,166)		Non-cash income tax (benefit) expense	(269)		67,037
Non-GAAP net income	Non-GAAP net income	$	4,463	$	41,382	$	48,024	$	118,576	Non-GAAP net income	$	50,952	$	43,561
Per diluted share:	Per diluted share:									Per diluted share:
Net income (loss) attributable to Blucora, Inc. (1)		$	1.03	$	0.62	$	(5.52)	$	1.88
Net income (loss) (1)										Net income (loss) (1)	$	0.56	$	(6.54)
Stock-based compensation	Stock-based compensation	0.08		0.08		0.06		0.13		Stock-based compensation	0.11		(0.02)
Amortization of acquired intangible assets	Amortization of acquired intangible assets	0.14		0.20		0.30		0.34		Amortization of acquired intangible assets	0.15		0.16

Acquisition and integration costs		0.06		0.18		0.18		0.22
Acquisition and integration—Excluding change in fair value of HKFS Contingent Consideration										Acquisition and integration—Excluding change in fair value of HKFS Contingent Consideration	0.04		0.12
Acquisition and integration—Change in fair value of HKFS Contingent Consideration										Acquisition and integration—Change in fair value of HKFS Contingent Consideration	0.13		—
Impairment of goodwill	Impairment of goodwill	—		—		5.62		—		Impairment of goodwill	—		5.61
Executive transition costs	Executive transition costs	0.01		—		0.20		—		Executive transition costs	—		0.19
Headquarters relocation costs	Headquarters relocation costs	0.02		—		0.03		—		Headquarters relocation costs	—		0.01
Contested proxy and other legal and consulting costs										Contested proxy and other legal and consulting costs	0.07		—

Cash tax impact of adjustments to GAAP net income	Cash tax impact of adjustments to GAAP net income	(0.01)		(0.02)		(0.02)		(0.02)		Cash tax impact of adjustments to GAAP net income	(0.01)		(0.02)
Non-cash income tax (benefit) expense	Non-cash income tax (benefit) expense	(1.24)		(0.23)		0.15		(0.16)		Non-cash income tax (benefit) expense	(0.01)		1.39
Non-GAAP net income per share		$	0.09	$	0.83	$	1.00	$	2.39
Non-GAAP net income per diluted share										Non-GAAP net income per diluted share	$	1.04	$	0.90
Weighted average shares outstanding used in computing per diluted share amounts	Weighted average shares outstanding used in computing per diluted share amounts	48,092		49,822		48,172		49,681		Weighted average shares outstanding used in computing per diluted share amounts	49,097		48,253

~~____________________________~~_________________________

(1)~~As presented~~Any difference in the “per diluted share” amounts between this table and the condensed consolidated statements of comprehensive income ~~net loss per share attributable~~(loss) is due to ~~Blucora, Inc. was $5.55 for the six months ended June 30, 2020 and was calculated based on~~using different weighted average shares outstanding ~~of 47,884,000, which excluded~~in the ~~effect of potentially dilutive shares due to the~~event that there is GAAP net loss earned for the period. For non-GAAP reconciliation purposes, net loss per share attributable to Blucora, Inc. of $5.52 presented in the table above included the effect of potentially dilutive shares due tobut non-GAAP net income ~~earned during the period.~~and vice versa.

Blucora, Inc. | ~~Q2 2020~~Q1 2021 Form 10-Q 3836

LIQUIDITY AND CAPITAL RESOURCES

Cash and Cash Equivalents

Our principal source of liquidity is our cash and cash equivalents. As of ~~June 30, 2020,~~March 31, 2021, we had cash and cash equivalents of approximately ~~$90.1~~$191.8 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’s~~Avantax Wealth Management operations. As of ~~June 30, 2020,~~March 31, 2021, 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 ~~June 30, 2020~~March 31, 2021 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 ~~be required~~make a determination to draw on the Revolver (as defined below) or increase the principal amount of the Term Loan ~~(as defined below)~~ to meet our capital ~~requirements.~~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 ~~coronavirus~~COVID-19 pandemic, we have experienced and may continue to experience ~~near-term~~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~~levels and are maintaining flexibility in our cash ~~flows by applying a heightened sense of focus in monitoring and managing our cash needs.~~flows. In ~~the first quarter of~~July 2020, ~~we accessed our Revolver (as defined below) 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 have continued to retain a portion of these proceeds in order to provide additional working capital flexibility. In addition, in April 2021, we increased the amount of borrowings available under the Revolver from $65.0 million to $90.0 million. 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” in Part I of our Form 10-K for the year ended December 31, ~~2019 and the risk factors set forth in Part II, Item 1A in this Form 10-Q.~~2020.

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 stock buybacks, for returning capital to stockholders, or for other utilizations that we deem to be in the best interests of stockholders.

Indebtedness

As of June 30, 2020, we had $389.1 million in principal amount outstanding under the Term Loan and no amounts outstanding under the Revolver. Based on aggregate loan commitments as of June 30, 2020, approximately $65.0 million was available for future borrowing under the Senior Secured Credit Facility.

On July 1, 2020, we increased our Term Loan by $175.0 million. As of July 1, 2020, after giving effect to the increase to the Term Loan, we had term loans with an aggregate principal amount of $564.1 million outstanding

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 39~~

under the Credit Agreement. As the Term Loan increase was effective July 1, 2020, the consolidated financial statements as of and for the three and six months ended June 30, 2020 did not reflect the increase to the Term Loan.

Approximately $100.0 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 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.

Blucora, Inc. | Q1 2021 Form 10-Q 37

As of March 31, 2021, we had $562.7 million in principal amount outstanding under the Term Loan and no amounts outstanding under the Revolver. Based on aggregate loan commitments as of March 31, 2021, approximately $65.0 million was available for future borrowing under the Senior Secured Credit Facility, subject to customary terms and conditions.

On April 26, 2021, to ensure adequate liquidity and flexibility to support growth, the Company entered into the Amendment No. 5 to the Credit Agreement (the “Credit Agreement Amendment”). Pursuant to the Credit Agreement Amendment, the Credit Agreement was amended to, among other things, refinance the existing $65.0 million Revolver and add $25.0 million of additional revolving credit commitments, for an aggregate principal amount of $90.0 million in revolving credit commitments (the “New Revolver”). The New Revolver has a maturity date of February 21, 2024 (the “Maturity Date”). As of May 5, 2021, the Company had no amounts outstanding under the New Revolver and had no plans to draw available funds under the New Revolver.

The outstanding principal balance of the New Revolver bears interest at the applicable margin plus, at the Company’s election, either (i) the Eurodollar Rate (as defined in the Credit Agreement) or (ii) the ABR (as defined in the Credit Agreement). The applicable margin for the New Revolver is dependent on the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement) and ranges (a) for Eurodollar Rate loans, from 2.0% to 2.5% and (b) for ABR loans, from 1.0% to 1.5%. The Company is required to pay a commitment fee on the undrawn commitment under the New Revolver in a percentage that is dependent on the Consolidated First Lien Net Leverage Ratio that ranges from 0.35% to 0.4%.

Pursuant to the Credit Agreement Amendment, if the Company’s usage of the New Revolver exceeds 30% of the aggregate commitments under the New Revolver on the last day of any calendar quarter, the Company shall not permit the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) to exceed (i) 4.75 to 1.00 for the period beginning on April 1, 2021 and ending on December 31, 2021, (ii) 4.25 to 1.00 for the period beginning on January 1, 2022 and ending on September 30, 2022, (iii) 4.00 to 1.00 for the period beginning on October 1, 2022 and ending on December 31, 2022 and (iv) 3.50 to 1.00 for the period beginning on January 1, 2023 and ending on the Maturity Date.

Except as described above, the New Revolver has substantially the same terms as the existing Revolver, including certain covenants and events of default.

For additional information on the Term Loan, Revolver, and the Credit Agreement, see, “Item 1. Financial Statements—Note 6.4.”

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 ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, we did not repurchase any shares of our common stock under the stock repurchase plan. As of ~~June 30, 2020,~~March 31, 2021, there was still approximately $71.7 million in remaining capacity under the stock repurchase plan. ~~In assessing~~As part of our overall capital allocation ~~priorities,~~strategy, we ~~do not expect~~will assess future share purchases against other alternative uses of capital, which include investments in our businesses, acquiring companies or assets, repurchases of our outstanding debt, and other uses of capital that we deem to ~~make additional share repurchases~~be in the ~~near term.~~best interests of stockholders.

Contractual Obligations and Commitments

As part of the HKFS Acquisition, the purchase price paid by us is subject to two potential post-closing earn-out payments. The ~~material change in our contractual obligations~~amount of the HKFS Contingent Consideration is determined based on advisory asset levels and ~~commitments related~~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 ~~debt activity (as described in~~ ~~“Indebtedness”~~the Stock Purchase Agreement, dated as of January 6, 2020, by and among the Company, HKFS, the selling stockholders named therein (the ~~above).~~ “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

Blucora, Inc. | Q1 2021 Form 10-Q 38

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.

The estimated fair value (as calculated in accordance with GAAP) of the HKFS Contingent Consideration liability was $42.2 million as of March 31, 2021. While this amount was calculated in accordance with the fair value guidance contained in Accounting Standards Codification 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. We expect to make the first earn-out payment in the third quarter of 2021.

Additional information on our contractual obligations and commitments can be found in our Form 10-K for the year ended December 31, ~~2019.~~2020.

Off-balance Sheet Arrangements

We had no off-balance sheet arrangements as of ~~June 30, 2020.~~March 31, 2021.

Cash Flows

Our cash flows were comprised of the following:

(In thousands) Six months ended June 30,
2020 2019 Change ($)
Net cash provided by operating activities $ 34,374 $ 96,812 $ (62,438)
Net cash used by investing activities (19,072) (167,399) 148,327
Net cash provided (used) by financing activities (10,405) 94,915 (105,320)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash — 58 (58)
Net increase in cash, cash equivalents, and restricted cash $ 4,897 $ 24,386 $ (19,489)

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 40~~


(In thousands)	Three months ended March 31,
	2021		2020		Change ($)
Net cash provided by operating activities	$	53,722	$	46,864	$	6,858
Net cash used by investing activities	(9,185)		(7,715)		(1,470)
Net cash provided (used) by financing activities	(1,255)		43,769		(45,024)

Net increase in cash, cash equivalents, and restricted cash	$	43,282	$	82,918	$	(39,636)

Net cash from operating activities

Net cash from operating activities consists of income (loss), offset by certain non-cash adjustments, and changes in operating assets and liabilities. Operating cash flows and changes in operating assets and liabilities were as follows:


(In thousands)	(In thousands)	Six months ended June 30,									(In thousands)	Three months ended March 31,
		2020		2019		Change ($)			2021			2020		Change ($)
Net income (loss)	Net income (loss)	$	(265,849)	$	93,206	$	(359,055)	Net income (loss)	$	27,646		$	(315,494)	$	343,140
Non-cash adjustments	Non-cash adjustments	306,914		34,063		272,851		Non-cash adjustments	23,704			340,415		(316,711)
Operating cash flows before changes in operating assets and liabilities	Operating cash flows before changes in operating assets and liabilities	41,065		127,269		(86,204)		Operating cash flows before changes in operating assets and liabilities	51,350			24,921		26,429
Changes in operating assets and liabilities	Changes in operating assets and liabilities	(6,691)		(30,457)		23,766		Changes in operating assets and liabilities	2,372			21,943		(19,571)
Net cash provided by operating activities	Net cash provided by operating activities	$	34,374	$	96,812	$	(62,438)	Net cash provided by operating activities	$	53,722		$	46,864	$	6,858

~~Net cash provided by operating activities was $34.4 million for~~For the ~~six~~three months ended ~~June 30,~~March 31, 2021 compared to the three months ended March 31, 2020, ~~and included $41.1 million of~~ operating cash flows before changes in operating assets and liabilities partially offset by $6.7 million from changes in operating assets and liabilities. For the six months ended June 30, 2020 compared to the six months ended June 30, 2019, operating cash flows before changes in operating assets and liabilities decreased $86.2increased $26.4 million primarily due to the following factors:

•Operating income from our Tax ~~Preparation~~Software business ~~decreased $76.2~~increased $13.1 million; ~~and~~

•Executive transition costs of ~~$9.8~~$9.2 million were recognized in the first quarter of 2020 due to the departure of certain Company ~~executives.~~executives; and

•Cash expenditures for acquisition and integration expenses decreased $3.9 million.

The ~~increase~~decrease in the changes in operating assets and liabilities of ~~$23.8~~$19.6 million was primarily due to ~~working capital adjustments experienced~~the increase in accounts payable and accrued expenses and other current liabilities for the ~~six~~three months ended ~~June 30, 2019 resulting from~~March 31, 2021 being less than the ~~1st Global Acquisition.~~increase in accounts payable and accrued expenses and other current liabilities for the three months ended March 31, 2020. This variance was primarily due to decreased advertising and marketing commitments at March 31, 2021 compared to the March 31, 2020.

Blucora, Inc. | Q1 2021 Form 10-Q 39

Net cash from investing activities

Net cash used by investing activities consists of purchases of property and ~~equipment.~~equipment and asset acquisitions. Investing cash flows were as follows:


(In thousands)	(In thousands)	Six months ended June 30,									(In thousands)	Three months ended March 31,
		2020		2019		Change ($)			2021			2020		Change ($)
Business acquisition, net of cash acquired		$	—	$	(164,461)	$	164,461

Purchases of property and equipment	Purchases of property and equipment	(19,072)		(2,938)		(16,134)		Purchases of property and equipment	$	(8,598)		$	(7,715)	$	(883)
Asset acquisitions								Asset acquisitions	(587)			—		(587)

Net cash used by investing activities	Net cash used by investing activities	$	(19,072)	$	(167,399)	$	148,327	Net cash used by investing activities	$	(9,185)		$	(7,715)	$	(1,470)

~~Net cash used by investing activities was $19.1 million and $167.4 million for~~For the ~~six~~three months ended ~~June 30,~~March 31, 2021 compared to the three months ended March 31, 2020, ~~and 2019, respectively. The $148.3 million decrease in~~ net cash used by investing activities ~~was~~increased $1.5 million primarily due to increased cash outlays ~~for~~related to internally developed software and asset acquisitions.

For the ~~1st Global Acquisition in May 2019. This decrease was partially offset by an increase in~~remainder of 2021, we expect to make cash outlays of $10 million to $20 million for ~~office equipment and leasehold improvements related~~asset acquisitions as we seek to ~~the new headquarters office building, as well as additional capitalized software costs.~~

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 41~~

execute our strategy of acquiring independent wealth management practices.

Net cash from financing activities

Net cash from financing activities primarily consists of transactions related to the issuance of debt and stock. Our financing activities can fluctuate from period-to-period based upon our financing needs. Financing cash flows were as follows:


(In thousands)	(In thousands)	Six months ended June 30,									(In thousands)	Three months ended March 31,
		2020		2019		Change ($)			2021			2020		Change ($)
Proceeds from credit facilities	Proceeds from credit facilities	$	55,000	$	121,499	$	(66,499)	Proceeds from credit facilities	$	—		$	55,000	$	(55,000)
Payments on credit facilities	Payments on credit facilities	(65,625)		—		(65,625)		Payments on credit facilities	(453)			(10,313)		9,860

Payment of redeemable noncontrolling interests		—		(24,945)		24,945

Proceeds from stock option exercises	Proceeds from stock option exercises	25		3,320		(3,295)		Proceeds from stock option exercises	63			—		63
Proceeds from issuance of stock through employee stock purchase plan		1,201		1,144		57

Tax payments from shares withheld for equity awards	Tax payments from shares withheld for equity awards	(1,006)		(5,160)		4,154		Tax payments from shares withheld for equity awards	(865)			(918)		53
Contingent consideration payments for business acquisition		—		(943)		943

Net cash provided (used) by financing activities	Net cash provided (used) by financing activities	$	(10,405)	$	94,915	$	(105,320)	Net cash provided (used) by financing activities	$	(1,255)		$	43,769	$	(45,024)

~~Net cash used by financing activities for~~For the ~~six~~three months ended ~~June 30,~~March 31, 2021 compared to the three months ended March 31, 2020, ~~primarily consisted of $65.6 million of repayments under our Revolver, which was partially offset by $55.0 million of additional borrowings.~~

~~Net~~net cash provided by financing activities ~~for the six months ended June 30, 2019~~decreased $45.0 million primarily ~~consisted of $121.5 million of borrowings~~due to borrowing and repayment activity under the ~~Senior Secured Credit Facility that were used to fund~~Revolver in the 1st Global Acquisition, as well as $4.5 million in 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 $24.9 million to settle redeemable noncontrolling interest related to the acquisition of HD Vest in 2015, as well as $5.2 million in tax payments from shares withheld for equity awards.prior period.

Critical Accounting Policies and Estimates

~~Impairment~~This Management’s Discussion and Analysis of ~~goodwill~~Financial Condition and Results of Operations and the disclosures included elsewhere in this Quarterly Report on Form 10-Q 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.

~~Goodwill represents~~The SEC has defined a company’s most critical accounting policies as the ~~cost of an acquisition less~~ones that are the ~~fair value~~most important to the portrayal of the ~~net identifiable assets~~company’s financial condition and results of operations and which require 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 thancompany to make 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 coronavirus pandemic had a significant negative impact on the U.S.~~most difficult and ~~global economy and caused substantial disruption in the U.S. and global securities markets, and~~subjective judgments, often 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~~need to make estimates of matters that are inherently uncertain. On an ongoing basis, we evaluate the ~~Wealth Management reporting unit~~estimates used. We base our estimates on historical experience, current conditions, and on various other assumptions that we believe to be reasonable under the ~~Tax Preparation reporting unit for potential impairment.~~

~~As part of~~circumstances and, based on information available to us at that time, we make judgments about the ~~goodwill impairment test, we compared the estimated fair~~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. The accounting policies that we believe involve the ~~Wealth Management~~more significant judgments 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~~preparation of our ~~forecasted cash flows,~~consolidated financial statements involve wealth management revenue recognition, tax software revenue recognition, income taxes, business combinations, and goodwill impairment. 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 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.financial statements.

Blucora, Inc. | ~~Q2 2020~~Q1 2021 Form 10-Q 4240

While no goodwill impairment triggering events were identified during the three months ended June 30, 2020, 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 unfavorablematerial changes in our ~~forecasted revenue, expenses, cash flows, weighted average cost of capital, and/or market valuation multiples. We will continue~~critical accounting policies as disclosed under “Critical Accounting Policies and Estimates” and Note 2 to ~~monitor~~the Consolidated Financial Statements in our Annual Report on Form 10-K 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 1. Financial Statements—Note 2" for additional information on recently adopted accounting pronouncements.~~year ended December 31, 2020.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the instruments in which we are exposed to market risk during the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021. As of ~~June 30, 2020,~~March 31, 2021, we had ~~$389.1~~$562.7 million in principal amount of debt outstanding under the Term Loan of our 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 1. Financial Statements—Note 6.4.” A hypothetical 100 basis point increase in LIBOR on ~~June 30, 2020~~March 31, 2021 would result in ~~a $15.4~~an $18.0 million increase in our interest expense until the scheduled maturity date in 2024.

For additional information, see Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated (pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934) the effectiveness of our disclosure controls and procedures as of ~~June 30, 2020.~~March 31, 2021. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e)) were effective as of ~~June 30, 2020.~~March 31, 2021.

Changes in Internal Control over Financial Reporting

Our internal control environment has been impacted by work-from-home requirements for our employees. These requirements began in ~~mid-March~~March 2020 and have continued through the date of this report. While modifications were made to the manner in which controls were performed, these changes did not have a material impact on our internal control over financial reporting, and there were no changes to our internal control over financial reporting during the quarter ended ~~June 30, 2020~~March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

See “Item 1. Financial Statements—Note ~~10”~~7” for additional information on our legal proceedings.

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 43~~

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 report 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 in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 and the risks set forth below.

We believe that there have been no material changes in our risk factors as previously disclosed in the Form 10-K other than as set forth below. The occurrence of one or more of the events listed below could have a material adverse effect on our 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.”

~~RISKS ASSOCIATED WITH OUR BUSINESSES~~

~~Pandemics, including the recent coronavirus pandemic, could have a Material Adverse Effect.~~

In late 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. Beginning in January 2020, the coronavirus spread to other countries, including the United States, and efforts to contain the spread of the coronavirus intensified. The various precautionary measures taken by many governmental authorities around the world in order to limit the spread of the coronavirus as well as the societal response have had, and could continue to have, an adverse effect on the global markets and economy, including on the availability of and costs associated with employees, resources, and other aspects of the global economy. The development of the coronavirus pandemic could also cause significant disruptions to our business and operations and the operations of our financial professionals, increase costs and burdens associated with staffing and conducting our operations, 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 preparers, 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 coronavirus 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 has negatively impacted the value of some of our clients’ assets, which has caused and we expect will continue to cause a corresponding decline in the amount of revenue that we derive from these client assets. Further, 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 coronavirus 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 have also had to assist clients through an extended tax season and in applying for loans under the U.S. Small Business Administration’s Paycheck Protection Program. 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 coronavirus pandemic. 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, as well as increased expenses. As a result, our results of operations for our Tax Preparation segment were negatively impacted in the first and second quarters of 2020 compared to the corresponding periods in prior years. It is currently unknown if the IRS will need to extend the tax filing deadline in 2021, and this limits our ability to plan for the next tax season and could also cause confusion amongst tax filers that 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 the coronavirus pandemic causes a substantial reduction or change

Blucora, Inc. | ~~Q2 2020~~Q1 2021 Form 10-Q 4441

~~in timing~~RISKS ASSOCIATED WITH OUR BUSINESSES

Our business could be adversely affected as a result of actions of activist stockholders.

During 2021, we were the target of a proxy contest initiated by an activist stockholder, which required us to incur significant legal and consulting costs, proxy solicitation expenses, and administrative and associated costs, and required significant time and attention by our ~~cash provided by operating activities, we~~board of directors and management.

During the proxy contest, the activist stockholder targeted communications directly to our financial professionals and employees. As a result, it 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 requiremore difficult for us to ~~comply with certain restrictive covenants,~~pursue our strategic initiatives or attract and ~~any substantial~~retain financial professionals and sustained downturn in our operations due to the coronavirus 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 defaultqualified employees 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 the coronavirus impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others.

~~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, Financial Industry Regulatory Authority (“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 or regulations, or their interpretation of existing laws or regulations may differ from our interpretation of the laws or regulations that are applicable to our business. Regulators may also take enforcement actions based on their interpretation of the law that could require or prompt us to change our business practices, increase our costs, including resulting in fines, penalties and disgorgement, or reduce our revenue,partners, any of which could ~~cause a Material Adverse Effect.~~have an adverse effect on our business, financial condition and operating results.

The ~~regulatory environment in~~activist stockholder initiated ligation against us, which ~~our Wealth Management business operates is continually evolving, and the level of financial regulation~~remains pending. We may become party 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. In addition, the Trump Administration has initiated and in some cases completed a broad review of U.S. fiscal laws and regulations. If significant changes are enactedadditional litigation as a result of ~~this review, they could negatively impact our Wealth Management business and cause a Material Adverse Effect.~~

~~On June 5, 2019, the SEC adopted Regulation Best Interest (“Reg. BI”~~), which established 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 Relationship Summary (~~“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 associatedmatters arising in connection with the ~~relationship~~proxy contest, which could serve as a distraction to our board of directors 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 the related rules was June 30, 2020. As it concerns the SEC’s efforts to evaluate firms’ compliance with Reg. BI and Form CRS, the SEC stated on April 7, 2020 that for initial examinations of Reg. BI and Form CRS, the SEC will 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. Although we believe we have taken steps to comply with Reg. BI and Form CRS by the compliance date, we are continuing to implement processes 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~~

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 45~~

~~rule~~ could also impact the compensation our Wealth Management business and our financial professionals receive for selling certain types of products, 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 requiredrequire 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.~~

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 advisors. 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 regulation, it could result in materialincur significant additional ~~compliance costs and could have a Material Adverse Effect.~~

Our Wealth Management business that operates under 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 our financial professionals as independent contractors. Although we believe we have properly classified 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 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, 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 regulations that change frequently. Although we have controls in place to facilitate compliance with such 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 the coronavirus, particularly with respect to risks associated with our ability to comply with new regulations. Given the unprecedented nature of the coronavirus pandemic, it is difficult for us to predict how it will 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.costs.

~~Blucora, Inc.~~ | ~~Q2 2020 Form 10-Q 46~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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. ~~The authorization~~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.

~~Share repurchase activity for~~For the ~~six~~three months ended ~~June 30, 2020 by month~~March 31, 2021, we did not repurchase any shares of our common stock under the stock repurchase plan. As of March 31, 2021, there was ~~as follows (in thousands, except per share data):~~

~~Period~~

~~Total Number of Shares Purchased~~

~~Average Price Paid Per Share~~

~~Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs~~

~~Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs~~

~~January 1-31, 2020~~

—

~~71,671~~

~~February 1-29, 2020~~

—

��

—

~~71,671~~

~~March 1-31, 2020~~

—

~~71,671~~

~~April 1-30, 2020~~

—

~~71,671~~

~~May 1-31, 2020~~

—

~~71,671~~

~~June 1-30, 2020~~

—

~~71,671~~

~~Total~~

—

approximately $71.7 million in remaining capacity under the stock repurchase plan.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Blucora, Inc. | ~~Q2 2020~~Q1 2021 Form 10-Q 4742

Item 6. Exhibits

Exhibit
Number Exhibit Description Form Date of
First Filing Exhibit Number Filed
Herewith
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
3.1
Amended and Restated Bylaws of Blucora, Inc. dated July 15, 2020
8-K July 16, 2020 3.1
10.1
Form of Employment Agreement by and between Blucora, Inc. and certain executive officers
8-K April 22, 2020 10.1
10.2^
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
10.3^
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
10.4
Amendment No. 1 to the Blucora, Inc. 2018 Long-Term Incentive Plan
DEF
14A April 9, 2020 App-
endix B
10.5
Amendment No. 2 to the Blucora, Inc. 2016 Employee Stock Purchase Plan
DEF
14A April 9, 2020 App-
endix C
10.6
Amendment No. 3 to the Blucora, Inc. 2016 Equity Inducement Plan
8-K May 28, 2020 10.3
31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Exchange Act rules 13a-14(a) and 15d-14(a))
X
31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Exchange Act rules 13a-14(a) and 15d-14(a))
X
32.1*
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. section 1350)
X
32.2*
Certification of Principal Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. section 1350)
X
101 The following financial statements from the Company's 10-Q for the fiscal quarter ended June 30, 2020, formatted in inline XBRL: (i) Unaudited Condensed Consolidated Balance Sheets, (ii) Unaudited Condensed Consolidated Statements of Comprehensive Income, (iii) Unaudited Condensed Consolidated Statements of Stockholders' Equity; (iv) Unaudited Condensed Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Condensed Consolidated Financial Statements X
104 Cover Page Interactive Data File (formatted as Inline XBRL and Contained in Exhibit 101) X

Exhibit
Number

Exhibit Description

Form

Date of
First Filing

Exhibit Number

Filed
Herewith

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

2.2#

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

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

10.2

Fifth Amendment to Credit Agreement, dated April 26, 2021, 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 Fifth Amendment.

8-K

April 27, 2021

10.1

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Exchange Act rules 13a-14(a) and 15d-14(a))

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Exchange Act rules 13a-14(a) and 15d-14(a))

32.1*

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. section 1350)

32.2*

Certification of Principal Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. section 1350)

101

The following financial statements from the Company's Form 10-Q for the fiscal quarter ended March 31, 2021, formatted in Inline XBRL: (i) Unaudited Condensed Consolidated Balance Sheets, (ii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Unaudited Condensed Consolidated Statements of Stockholders' Equity; (iv) Unaudited Condensed Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Condensed Consolidated Financial Statements

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

____________________________

# 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.

^ ~~Certain portions of the exhibit have been omitted.~~

*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, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

Blucora, Inc. | ~~Q2 2020~~Q1 2021 Form 10-Q 4843

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			BLUCORA, INC.

			By:			/s/ Marc Mehlman
						Marc Mehlman Chief Financial Officer (On behalf of the Registrant and as Principal Financial Officer)

			Date:			~~August~~May 5, ~~2020~~2021

Blucora, Inc. | ~~Q2 2020~~Q1 2021 Form 10-Q 4944


	Redeemable Noncontrolling Interests							Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss
				Common stock														Treasury stock
				Shares		Amount											Shares	Amount	Total
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 and restricted stock units	—		89	—		—		—		—		—	—		—
Stock-based compensation	—		—	—		(1,201)		—		—		—	—		(1,201)
Tax payments from shares withheld for equity awards	—		—	—		(917)		—		—		—	—		(917)
Cumulative translation adjustment	—		—	—		—		—		272		—	—		272
Net loss	—		—	—		—		(315,494)		—		—	—		(315,494)
Balance as of March 31, 2020	$	—	49,148	$	5	$	1,584,854	$	(1,230,285)	$	—	(1,306)	$	(28,399)	$	326,175
Common stock issued for stock options, restricted stock units, and employee stock purchase plan	—		192	—		1,226		—		—		—	—		1,226

Stock-based compensation	—		—	—		3,904		—		—		—	—		3,904
Tax payments from shares withheld for equity awards	—		—	—		(89)		—		—		—	—		(89)

Net income	—		—	—		—		49,645		—		—	—		49,645
Balance as of June 30, 2020	$	—	49,340	$	5	$	1,589,895	$	(1,180,640)	$	—	(1,306)	$	(28,399)	$	380,861


	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	$	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


(in thousands)
Undiscounted cash flows:
Remainder of 2020	$	1,142
2021	2,270
2022	4,706
2023	4,808
2024	4,911
Thereafter	$	35,337
Total undiscounted cash flows	$	53,174
Imputed interest	(15,516)
Present value of cash flows	$	37,658


(In thousands, except percentages and as otherwise indicated)	Six months ended									Year-to-date period ended
		June 30,					Change				July 16,			Change
	2020		2019	Units	%			2020 (1)	2019 (1)	Units		%
Total e-files (2)	4,595		5,095	(500)	(10)	%		5,149	5,108	41		1	%
Consumer:
Consumer e-files (2)	2,734		3,179	(445)	(14)	%		3,113	3,184	(71)		(2)	%
Professional:
Professional e-files	1,861		1,916	(55)	(3)	%		2,036	1,924	112		6	%
Units sold (in ones)	20,087		20,583	(496)	(2)	%		20,207	20,596	(389)		(2)	%
Professional e-files per unit sold (in ones)	92.6		93.1	(0.5)	(1)	%		100.8	93.4	7.4		8	%