Recent Quotes View Full List My Watchlist Create Watchlist Indicators DJI Nasdaq Composite SPX Gold Crude Oil EL&P Market Index Markets Stocks ETFs Tools Overview News Currencies International Treasuries Blucora Reports Third Quarter 2022 Results By: Blucora, Inc. via GlobeNewswire November 01, 2022 at 07:02 AM EDT DALLAS, Nov. 01, 2022 (GLOBE NEWSWIRE) -- Blucora, Inc. (NASDAQ: BCOR), a leading provider of technology-enabled, tax focused financial solutions, today announced financial results for the third quarter ended September 30, 2022. Third Quarter Highlights and Recent Developments Avantax added newly recruited assets of $214 million during the third quarter for a total of approximately $1.3 billion during the first nine months of 2022. This exceeds full year 2021 newly recruited assets of $929 million.Avantax continued to deliver net positive asset flows with $380 million for the quarter and $810 million year to date.Blucora reported total revenue of $171.7 million, a decrease of 1% versus the third quarter of the prior year.Avantax ended the third quarter with total client assets of $72.6 billion and advisory assets of $35.4 billion, or 48.8% of total client assets.During the third quarter, Blucora paid down $35 million of its term loan balance and paid the final $23 million earn-out obligation related to the HKFS acquisition. The company ended the third quarter with $91.1 million in cash and cash equivalents. Chris Walters, Blucora’s President and Chief Executive Officer commented, “Overall, Blucora has continued to perform well and execute on our growth strategy. I am pleased to announce that yesterday the company signed an agreement to sell our tax software business, TaxAct, to an affiliate of Cinven in an all-cash transaction that is expected to close by the end of the year. Cinven’s interest and offer further validate the extraordinary work our TaxAct team has done to grow the business by enhancing our products and customer care approach as well as the significant strides made acquiring customers via increasing the sophistication of our marketing efforts and scaling partnerships.” Mr. Walters continued, “Following the closing, we will rebrand Blucora to Avantax and focus solely on executing our long-term, sustainable growth strategy for our tax-focused wealth business. This means aligning the company’s operations and enabling strategic investment in high-return initiatives to best support the needs of our financial professionals and CPA firms and their clients.” TaxActBlucora today announced that an agreement has been entered into for the sale of TaxAct to an affiliate of Cinven for $720 million, subject to adjustment as set forth in the agreement, in an all-cash transaction. The net proceeds will be used to pay down existing indebtedness and return excess capital to shareholders. To view the announcement, you may go to the investor relations section of the Blucora website located at www.blucora.com/news-releases. Summary Financial Performance: Q3 2022 ($ in millions, except per share amounts)Q3 2022 Q3 2021 ChangeRevenue: Wealth Management$165.0 $169.1 (2.4)%Tax Software 6.7 5.0 34.0 %Total Revenue$171.7 $174.2 (1.4)%Segment Operating Income (Loss) Wealth Management$27.6 $19.6 40.8 %Tax Software (12.5) (13.9) 10.1 %Total Segment Operating Income$15.1 $5.7 164.9 %Unallocated Corporate-Level General and Administrative Expenses$(7.5) $(6.5) (15.4)%GAAP: Operating Loss$(13.8) $(20.3) 32.0 %Net Loss$(21.8) $(27.8) 21.6 %Net Loss per share — Diluted$(0.46) $(0.57) 19.3 %Non-GAAP: Adjusted EBITDA (1)$7.7 $(0.8) 1062.5 %Net Loss (1)$(9.8) $(12.8) 23.4 %Net Loss per share — Diluted (1)$(0.20) $(0.26) 23.1 % _________________________ Note: Totals may not foot due to rounding.(1) See reconciliations of all non-GAAP to GAAP measures presented in this release in the tables below. Full Year 2022 Outlook ($ in millions, except per share amounts)Full Year 2022 OutlookWealth Management Revenue$660.0 - $665.0Tax Software Revenue$249.0 - $250.0Total Revenue$909.0 - $915.0Wealth Management Segment Operating Income$93.0 - $95.0Tax Software Segment Operating Income$89.0 - $91.0Unallocated Corporate-Level General and Administrative Expenses$30.0 - $29.5GAAP: Net Income$36.0 - $41.0Net Income per share — Diluted$0.73 - $0.83Non-GAAP: Adjusted EBITDA (1)$152.0 - $156.5Non-GAAP Net Income (1)$86.0 - $90.5Non-GAAP Net Income per share — Diluted (1)$1.75 - $1.84 ____________________________ (1) See reconciliations of all non-GAAP to GAAP measures presented in this release in the tables below. Conference Call and Webcast A conference call and live webcast will be held on Tuesday, November 1, 2022 at 8:30 a.m. Eastern Time during which the Company will further discuss third quarter results, its outlook for full year 2022, the TaxAct transaction and the Company’s strategic transformation. We will also provide supplemental financial information to our results on the Investor Relations section of the Blucora corporate website at www.blucora.com prior to the call. A replay of the call will be available on our website. About Blucora® Blucora, Inc. (NASDAQ: BCOR) is a provider of data and technology-driven solutions that empower people to improve their financial wellness. Blucora operates in two segments (i) wealth management, through its Avantax Wealth Management and Avantax Planning Partners brands, with a collective $73 billion in total client assets as of September 30, 2022 and (ii) tax software, through its TaxAct business, a market leader in tax software with over 3 million consumer users and approximately 21,000 professional users in 2022. With integrated tax-focused software and wealth management, Blucora is uniquely positioned to assist our customers in achieving better long-term outcomes via holistic, tax-advantaged solutions. For more information on Blucora, visit www.blucora.com. Source: Blucora Blucora Investor RelationsDee Littrell (972) 870-6463IR@Blucora.com This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including without limitation, statements regarding the outlook of Blucora, Inc. (the “Company”) and its segments, the expected timing of the consummation of the sale of our tax software business (the “TaxAct Sale”), the plan for the Company to change its name to Avantax, the anticipated business strategy and corporate focus of the Company following consummation of the TaxAct Sale and the intended use of proceeds from the sale. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “may,” “will,” “would,” “could,” “should,” “estimates,” “predicts,” “potential,” “continues,” “target,” “outlook,” and similar terms and expressions, but the absence of these words does not mean that the statement is not forward-looking. Actual results may differ significantly from management’s expectations due to various risks and uncertainties including, but not limited to: our ability to effectively compete within our industries; our ability to generate strong performance for our clients and the impact of the financial markets on our clients’ portfolios; our expectations concerning the revenues we generate from fees associated with the financial products that we distribute; our ability to attract and retain financial professionals, employees, clients, and customers, as well as our ability to provide strong customer/client service; 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; 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 (the “SEC”); risks associated with legal proceedings, including litigation and regulatory proceedings; our ability to close, finance, and realize all of the anticipated benefits of acquisitions, as well as our ability to integrate the operations of recently acquired businesses, and the potential impact of such acquisitions on our existing indebtedness and leverage; our ability to retain employees and acquired client assets following acquisitions; any compromise of confidentiality, availability or integrity of information, including cyberattacks; 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 software industries; the impact of the continuing COVID-19 pandemic on our results of operations and our business, including the impact of the resulting economic and market disruption, the extension of tax filing deadlines and other related government actions, and changes in customer behavior related to the foregoing; 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; 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; risks related to goodwill and acquired 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; the seasonality of our business; our assessments and estimates that determine our effective tax rate; our ability to protect our intellectual property and the impact of any claim that we infringed on the intellectual property rights of others; disruptions to our business and operations resulting from the TaxAct Sale agreement (or the announcement thereof); our inability to successfully close the TaxAct Sale; our failure to realize the expected benefits of the transaction if it does close; our inability to return capital to stockholders in the amount anticipated if we are unable to secure financing on desirable terms after the consummation of the TaxAct Sale; and the effects on our business of actions of activist stockholders. A more detailed description of these and certain other factors that could affect actual results is included in the Company’s most recent Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date hereof, except as may be required by law. BLUCORA, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited) (In thousands, except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Revenue: Wealth Management$165,032 $169,135 $494,104 $486,021 Tax Software 6,664 5,039 242,028 220,848 Total revenue 171,696 174,174 736,132 706,869 Operating expenses: Cost of revenue: Wealth Management 105,301 120,641 338,819 343,174 Tax Software 3,879 2,323 20,178 12,330 Total cost of revenue 109,180 122,964 358,997 355,504 Engineering and technology 7,474 7,874 24,598 22,233 Sales and marketing 30,485 28,399 162,396 140,809 General and administrative 27,778 23,102 83,499 71,619 Acquisition and integration 416 2,241 (4,710) 28,513 Depreciation 3,839 2,867 9,907 8,371 Amortization of acquired intangible assets 6,342 7,009 19,435 21,247 Total operating expenses 185,514 194,456 654,122 648,296 Operating income (loss) (13,818) (20,282) 82,010 58,573 Interest expense and other, net (1) (9,749) (8,295) (25,707) (24,202)Income (loss) before income taxes (23,567) (28,577) 56,303 34,371 Income tax benefit (expense) 1,726 774 (4,099) (2,920)Net income (loss)$(21,841) $(27,803) $52,204 $31,451 Net income (loss) per share: Basic$(0.46) $(0.57) $1.09 $0.65 Diluted$(0.46) $(0.57) $1.06 $0.64 Weighted average shares outstanding: Basic 47,847 48,707 47,981 48,492 Diluted 47,847 48,707 49,153 49,373 _________________________ (1) Interest expense and other, net consisted of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021Interest expense$8,771 $7,304 $23,166 $21,789Amortization of debt issuance costs 403 388 1,191 1,128Amortization of debt discount 302 290 893 851Total interest expense 9,476 7,982 25,250 23,768Interest income and other 273 313 457 434Interest expense and other, net$9,749 $8,295 $25,707 $24,202 BLUCORA, INC.CONDENSED CONSOLIDATED BALANCE SHEETS(In thousands, except per share amounts) September 30,2022 December 31,2021 (Unaudited) ASSETS Current assets: Cash and cash equivalents$91,104 $134,824 Accounts receivable, net 25,683 21,906 Commissions and advisory fees receivable 20,486 25,073 Prepaid expenses and other current assets 19,670 18,476 Total current assets 156,943 200,279 Long-term assets: Property, equipment, and software, net 75,086 73,638 Right-of-use assets, net 19,753 20,466 Goodwill, net 454,821 454,821 Acquired intangible assets, net 288,610 302,289 Other long-term assets 30,376 20,450 Total long-term assets 868,646 871,664 Total assets$1,025,589 $1,071,943 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable$3,804 $8,216 Commissions and advisory fees payable 13,803 17,940 Accrued expenses and other current liabilities 33,948 65,678 Current deferred revenue 5,908 13,180 Current lease liabilities 5,112 4,896 Current portion of long-term debt — 1,812 Total current liabilities 62,575 111,722 Long-term liabilities: Long-term debt, net 521,094 553,134 Long-term lease liabilities 31,176 33,267 Deferred tax liabilities, net 19,546 20,124 Long-term deferred revenue 4,627 5,322 Other long-term liabilities 14,981 6,752 Total long-term liabilities 591,424 618,599 Total liabilities 653,999 730,321 Stockholders’ equity: Common stock, par value $0.0001 per share—900,000 authorized shares; 50,955 shares issued and 47,774 shares outstanding as of September 30, 2022; 50,137 shares issued and 48,831 shares outstanding as of December 31, 2021 5 5 Additional paid-in capital 1,632,569 1,619,805 Accumulated deficit (1,197,585) (1,249,789)Treasury stock, at cost—3,181 shares at September 30, 2022 and 1,306 shares at December 31, 2021 (63,399) (28,399)Total stockholders’ equity 371,590 341,622 Total liabilities and stockholders’ equity$1,025,589 $1,071,943 BLUCORA, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited) (In thousands) Nine Months Ended September 30, 2022 2021 Operating activities: Net income$52,204 $31,451 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of acquired intangible assets 35,131 32,498 Stock-based compensation 17,129 15,499 Change in the fair value of acquisition-related contingent consideration (5,320) 19,500 Reduction of right-of-use lease assets 1,103 2,694 Deferred income taxes (578) (1,161)Amortization of debt discount and issuance costs 2,084 1,979 Accretion of lease liabilities 1,522 731 Other non-cash items 4,387 1,371 Changes in operating assets and liabilities, net of acquisitions and disposals: Accounts receivable, net (3,670) (5,008)Commissions and advisory fees receivable 4,587 1,129 Prepaid expenses and other current assets 160 (549)Other long-term assets (14,887) (10,898)Accounts payable (4,412) (358)Commissions and advisory fees payable (4,137) (500)Lease liabilities (3,788) (1,047)Deferred revenue (7,967) (7,523)Accrued expenses and other current and long-term liabilities (11,632) (5,417)Net cash provided by operating activities 61,916 74,391 Investing activities: Purchases of property, equipment, and software (17,154) (21,624)Asset acquisitions (3,743) (3,823)Net cash used by investing activities (20,897) (25,447)Financing activities: Proceeds from credit facilities, net of debt discount and issuance costs — (502)Payments on credit facilities (35,906) (1,359)Acquisition-related contingent consideration payments (14,548) (13,150)Stock repurchases (35,000) — Proceeds from issuance of stock through employee stock purchase plan 2,324 1,845 Tax payments from shares withheld for equity awards (2,090) (1,613)Proceeds from stock option exercises 481 535 Net cash used by financing activities (84,739) (14,244)Net increase (decrease) in cash, cash equivalents, and restricted cash (43,720) 34,700 Cash, cash equivalents, and restricted cash, beginning of period 134,824 150,762 Cash, cash equivalents, and restricted cash, end of period$91,104 $185,462 Supplemental cash flow information: Cash paid for income taxes$2,408 $2,864 Cash paid for interest$23,005 $21,626 BLUCORA, INC.Segment Information and Revenue(Unaudited) (In thousands) Information on reportable segments currently presented to our Chief Executive Officer (our chief operating decision maker) and a reconciliation to consolidated net income (loss) are presented below: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Revenue: Wealth Management$165,032 $169,135 $494,104 $486,021 Tax Software 6,664 5,039 242,028 220,848 Total revenue 171,696 174,174 736,132 706,869 Operating income (loss): Wealth Management 27,626 19,564 59,920 60,356 Tax Software (12,517) (13,864) 99,372 100,472 Corporate-level activity (28,927) (25,982) (77,282) (102,255)Total operating income (loss) (13,818) (20,282) 82,010 58,573 Interest expense and other, net (9,749) (8,295) (25,707) (24,202)Income (loss) before income taxes (23,567) (28,577) 56,303 34,371 Income tax benefit (expense) 1,726 774 (4,099) (2,920)Net income (loss)$(21,841) $(27,803) $52,204 $31,451 Revenues by major category within each segment are presented below: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021Wealth Management: Advisory$95,070 $103,540 $306,394 $291,167Commission 41,788 52,961 132,278 157,197Asset-based 21,147 5,659 33,774 16,514Transaction and fee 7,027 6,975 21,658 21,143Total Wealth Management revenue$165,032 $169,135 $494,104 $486,021Tax Software: Consumer$5,974 $4,479 $222,262 $203,891Professional 690 560 19,766 16,957Total Tax Software revenue$6,664 $5,039 $242,028 $220,848 Corporate-level activity included the following: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021Unallocated corporate-level general and administrative expenses$7,456 $6,499 $22,428 $18,452Stock-based compensation 5,706 4,729 17,129 15,499Acquisition and integration 416 2,241 (4,710) 28,513Depreciation 6,020 3,906 15,696 11,251Amortization of acquired intangible assets 6,342 7,009 19,435 21,247Contested proxy, transaction and other legal and consulting costs 2,987 1,598 7,304 7,293Total corporate-level activity$28,927 $25,982 $77,282 $102,255 BLUCORA, INC.Reconciliations of Non-GAAP Financial Measures to the Nearest Comparable GAAP Measures (1)(Unaudited) (In thousands, except per share amounts) Adjusted EBITDA Reconciliation (1) Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021Net income (loss) (2)$(21,841) $(27,803) $52,204 $31,451Stock-based compensation 5,706 4,729 17,129 15,499Depreciation and amortization of acquired intangible assets 12,362 10,915 35,131 32,498Interest expense and other, net 9,749 8,295 25,707 24,202Acquisition and integration—Excluding change in the fair value of HKFS Contingent Consideration 416 541 610 9,013Acquisition and integration—Change in the fair value of HKFS Contingent Consideration — 1,700 (5,320) 19,500Contested proxy, transaction and other legal and consulting costs 2,987 1,598 7,304 7,293Income tax (benefit) expense (1,726) (774) 4,099 2,920Adjusted EBITDA (1)$7,653 $(799) $136,864 $142,376 Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) Per Share Reconciliation (1) Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net income (loss) (2)$(21,841) $(27,803) $52,204 $31,451 Stock-based compensation 5,706 4,729 17,129 15,499 Amortization of acquired intangible assets 6,342 7,009 19,435 21,247 Acquisition and integration—Excluding change in the fair value of HKFS Contingent Consideration 416 541 610 9,013 Acquisition and integration—Change in the fair value of HKFS Contingent Consideration — 1,700 (5,320) 19,500 Contested proxy, transaction and other legal and consulting costs 2,987 1,598 7,304 7,293 Cash tax impact of adjustments to GAAP net income (loss) (319) (331) (1,631) (1,523)Non-cash income tax (benefit) expense (3,071) (197) 1,090 (1,160)Non-GAAP Net Income (Loss) (1)$(9,780) $(12,754) $90,821 $101,320 Per diluted share: Net income (loss) (2) (4)$(0.46) $(0.57) $1.06 $0.64 Stock-based compensation 0.12 0.10 0.35 0.31 Amortization of acquired intangible assets 0.14 0.14 0.40 0.43 Acquisition and integration—Excluding change in the fair value of HKFS Contingent Consideration 0.01 0.01 0.01 0.18 Acquisition and integration—Change in the fair value of HKFS Contingent Consideration — 0.03 (0.11) 0.39 Contested proxy, transaction and other legal and consulting costs 0.06 0.04 0.15 0.15 Cash tax impact of adjustments to GAAP net income (loss) (0.01) (0.01) (0.03) (0.03)Non-cash income tax (benefit) expense (0.06) — 0.02 (0.02)Non-GAAP Net Income (Loss) per share — Diluted (1)$(0.20) $(0.26) $1.85 $2.05 Diluted weighted average shares outstanding 47,847 48,707 49,153 49,373 BLUCORA, INC.Reconciliations of Non-GAAP Financial Measures to the Nearest Comparable GAAP Measures (1)(Unaudited) (In thousands, except per share amounts) Adjusted EBITDA Reconciliation for Forward-Looking Guidance (1) Ranges for year ending December 31, 2022 Low HighNet income$36,000 $41,000Stock-based compensation 23,000 23,000Depreciation and amortization of acquired intangible assets 48,500 48,500Interest expense and other, net 37,000 37,000Acquisition, integration, and contested proxy, transaction and other legal and consulting costs (3) 4,000 3,500Income tax expense 3,500 3,500Adjusted EBITDA (1)$152,000 $156,500 Non-GAAP Net Income and Non-GAAP Net Income Per Share Reconciliation for Forward-Looking Guidance (1) Ranges for year ending December 31, 2022 Low HighNet income$36,000 $41,000 Stock-based compensation 23,000 23,000 Amortization of acquired intangible assets 25,500 25,500 Acquisition, integration, and contested proxy, transaction and other legal and consulting costs (3) 4,000 3,500 Cash tax impact of adjustments to net income (2,000) (2,000)Non-cash income tax (benefit) expense (500) (500)Non-GAAP Net Income (1)$86,000 $90,500 Per diluted share: Net income$0.73 $0.83 Stock-based compensation 0.47 0.47 Amortization of acquired intangible assets 0.52 0.52 Acquisition, integration, and contested proxy, transaction and other legal and consulting costs (3) 0.08 0.07 Cash tax impact of adjustments to net income (0.04) (0.04)Non-cash income tax (benefit) expense (0.01) (0.01)Non-GAAP Net Income per share — Diluted (1)$1.75 $1.84 Diluted weighted average shares outstanding 49,120 49,120 Notes to Reconciliations of Non-GAAP Financial Measures to the Nearest Comparable GAAP Measures (1) We define Adjusted EBITDA as net income (loss), determined in accordance with GAAP, excluding the effects of stock-based compensation, depreciation and amortization of acquired intangible assets, interest expense and other, net, acquisition and integration costs, contested proxy, transaction and other legal and consulting costs, and income tax (benefit) expense. Interest expense and other, net primarily consists of interest expense, net. Acquisition and integration costs primarily relate to the acquisitions of Avantax Planning Partners and 1st Global. 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. We define Non-GAAP Net Income (Loss) as net income (loss), determined in accordance with GAAP, excluding the effects of stock-based compensation, amortization of acquired intangible assets, acquisition and integration costs, contested proxy, transaction 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 taxes because of our ability to offset a substantial portion of our cash tax liabilities by using deferred tax assets, which primarily consist of U.S. federal net operating losses. The majority of these net operating losses will expire, if not utilized, between 2022 and 2024. We believe that Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per share provide meaningful supplemental information to management, investors, and analysts regarding our performance and the valuation of our business by excluding items in the statement of operations that we do not consider part of our ongoing operations or that have not been, or are not expected to be, settled in cash. Additionally, we believe that Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per share are common measures used by investors and analysts to evaluate our performance and the valuation of our business. Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per share should be evaluated in light of our financial results prepared in accordance with GAAP and should be considered as a supplement to, and not as a substitute for or superior to, GAAP net income (loss) and GAAP net income (loss) per share. Other companies may calculate Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per share differently, and, therefore, these measures may not be comparable to similarly titled measures of other companies. (2) As presented in the condensed consolidated statements of operations (unaudited). (3) The breakout of components cannot be determined on a forward-looking basis without unreasonable efforts. (4) Any difference in the “per diluted share” amounts between this table and the condensed consolidated statements of operations is due to using different diluted weighted average shares outstanding in the event that there is GAAP net loss but Non-GAAP Net Income and vice versa. 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Blucora Reports Third Quarter 2022 Results By: Blucora, Inc. via GlobeNewswire November 01, 2022 at 07:02 AM EDT DALLAS, Nov. 01, 2022 (GLOBE NEWSWIRE) -- Blucora, Inc. (NASDAQ: BCOR), a leading provider of technology-enabled, tax focused financial solutions, today announced financial results for the third quarter ended September 30, 2022. Third Quarter Highlights and Recent Developments Avantax added newly recruited assets of $214 million during the third quarter for a total of approximately $1.3 billion during the first nine months of 2022. This exceeds full year 2021 newly recruited assets of $929 million.Avantax continued to deliver net positive asset flows with $380 million for the quarter and $810 million year to date.Blucora reported total revenue of $171.7 million, a decrease of 1% versus the third quarter of the prior year.Avantax ended the third quarter with total client assets of $72.6 billion and advisory assets of $35.4 billion, or 48.8% of total client assets.During the third quarter, Blucora paid down $35 million of its term loan balance and paid the final $23 million earn-out obligation related to the HKFS acquisition. The company ended the third quarter with $91.1 million in cash and cash equivalents. Chris Walters, Blucora’s President and Chief Executive Officer commented, “Overall, Blucora has continued to perform well and execute on our growth strategy. I am pleased to announce that yesterday the company signed an agreement to sell our tax software business, TaxAct, to an affiliate of Cinven in an all-cash transaction that is expected to close by the end of the year. Cinven’s interest and offer further validate the extraordinary work our TaxAct team has done to grow the business by enhancing our products and customer care approach as well as the significant strides made acquiring customers via increasing the sophistication of our marketing efforts and scaling partnerships.” Mr. Walters continued, “Following the closing, we will rebrand Blucora to Avantax and focus solely on executing our long-term, sustainable growth strategy for our tax-focused wealth business. This means aligning the company’s operations and enabling strategic investment in high-return initiatives to best support the needs of our financial professionals and CPA firms and their clients.” TaxActBlucora today announced that an agreement has been entered into for the sale of TaxAct to an affiliate of Cinven for $720 million, subject to adjustment as set forth in the agreement, in an all-cash transaction. The net proceeds will be used to pay down existing indebtedness and return excess capital to shareholders. To view the announcement, you may go to the investor relations section of the Blucora website located at www.blucora.com/news-releases. Summary Financial Performance: Q3 2022 ($ in millions, except per share amounts)Q3 2022 Q3 2021 ChangeRevenue: Wealth Management$165.0 $169.1 (2.4)%Tax Software 6.7 5.0 34.0 %Total Revenue$171.7 $174.2 (1.4)%Segment Operating Income (Loss) Wealth Management$27.6 $19.6 40.8 %Tax Software (12.5) (13.9) 10.1 %Total Segment Operating Income$15.1 $5.7 164.9 %Unallocated Corporate-Level General and Administrative Expenses$(7.5) $(6.5) (15.4)%GAAP: Operating Loss$(13.8) $(20.3) 32.0 %Net Loss$(21.8) $(27.8) 21.6 %Net Loss per share — Diluted$(0.46) $(0.57) 19.3 %Non-GAAP: Adjusted EBITDA (1)$7.7 $(0.8) 1062.5 %Net Loss (1)$(9.8) $(12.8) 23.4 %Net Loss per share — Diluted (1)$(0.20) $(0.26) 23.1 % _________________________ Note: Totals may not foot due to rounding.(1) See reconciliations of all non-GAAP to GAAP measures presented in this release in the tables below. Full Year 2022 Outlook ($ in millions, except per share amounts)Full Year 2022 OutlookWealth Management Revenue$660.0 - $665.0Tax Software Revenue$249.0 - $250.0Total Revenue$909.0 - $915.0Wealth Management Segment Operating Income$93.0 - $95.0Tax Software Segment Operating Income$89.0 - $91.0Unallocated Corporate-Level General and Administrative Expenses$30.0 - $29.5GAAP: Net Income$36.0 - $41.0Net Income per share — Diluted$0.73 - $0.83Non-GAAP: Adjusted EBITDA (1)$152.0 - $156.5Non-GAAP Net Income (1)$86.0 - $90.5Non-GAAP Net Income per share — Diluted (1)$1.75 - $1.84 ____________________________ (1) See reconciliations of all non-GAAP to GAAP measures presented in this release in the tables below. Conference Call and Webcast A conference call and live webcast will be held on Tuesday, November 1, 2022 at 8:30 a.m. Eastern Time during which the Company will further discuss third quarter results, its outlook for full year 2022, the TaxAct transaction and the Company’s strategic transformation. We will also provide supplemental financial information to our results on the Investor Relations section of the Blucora corporate website at www.blucora.com prior to the call. A replay of the call will be available on our website. About Blucora® Blucora, Inc. (NASDAQ: BCOR) is a provider of data and technology-driven solutions that empower people to improve their financial wellness. Blucora operates in two segments (i) wealth management, through its Avantax Wealth Management and Avantax Planning Partners brands, with a collective $73 billion in total client assets as of September 30, 2022 and (ii) tax software, through its TaxAct business, a market leader in tax software with over 3 million consumer users and approximately 21,000 professional users in 2022. With integrated tax-focused software and wealth management, Blucora is uniquely positioned to assist our customers in achieving better long-term outcomes via holistic, tax-advantaged solutions. For more information on Blucora, visit www.blucora.com. Source: Blucora Blucora Investor RelationsDee Littrell (972) 870-6463IR@Blucora.com This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including without limitation, statements regarding the outlook of Blucora, Inc. (the “Company”) and its segments, the expected timing of the consummation of the sale of our tax software business (the “TaxAct Sale”), the plan for the Company to change its name to Avantax, the anticipated business strategy and corporate focus of the Company following consummation of the TaxAct Sale and the intended use of proceeds from the sale. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “may,” “will,” “would,” “could,” “should,” “estimates,” “predicts,” “potential,” “continues,” “target,” “outlook,” and similar terms and expressions, but the absence of these words does not mean that the statement is not forward-looking. Actual results may differ significantly from management’s expectations due to various risks and uncertainties including, but not limited to: our ability to effectively compete within our industries; our ability to generate strong performance for our clients and the impact of the financial markets on our clients’ portfolios; our expectations concerning the revenues we generate from fees associated with the financial products that we distribute; our ability to attract and retain financial professionals, employees, clients, and customers, as well as our ability to provide strong customer/client service; 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; 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 (the “SEC”); risks associated with legal proceedings, including litigation and regulatory proceedings; our ability to close, finance, and realize all of the anticipated benefits of acquisitions, as well as our ability to integrate the operations of recently acquired businesses, and the potential impact of such acquisitions on our existing indebtedness and leverage; our ability to retain employees and acquired client assets following acquisitions; any compromise of confidentiality, availability or integrity of information, including cyberattacks; 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 software industries; the impact of the continuing COVID-19 pandemic on our results of operations and our business, including the impact of the resulting economic and market disruption, the extension of tax filing deadlines and other related government actions, and changes in customer behavior related to the foregoing; 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; 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; risks related to goodwill and acquired 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; the seasonality of our business; our assessments and estimates that determine our effective tax rate; our ability to protect our intellectual property and the impact of any claim that we infringed on the intellectual property rights of others; disruptions to our business and operations resulting from the TaxAct Sale agreement (or the announcement thereof); our inability to successfully close the TaxAct Sale; our failure to realize the expected benefits of the transaction if it does close; our inability to return capital to stockholders in the amount anticipated if we are unable to secure financing on desirable terms after the consummation of the TaxAct Sale; and the effects on our business of actions of activist stockholders. A more detailed description of these and certain other factors that could affect actual results is included in the Company’s most recent Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date hereof, except as may be required by law. BLUCORA, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited) (In thousands, except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Revenue: Wealth Management$165,032 $169,135 $494,104 $486,021 Tax Software 6,664 5,039 242,028 220,848 Total revenue 171,696 174,174 736,132 706,869 Operating expenses: Cost of revenue: Wealth Management 105,301 120,641 338,819 343,174 Tax Software 3,879 2,323 20,178 12,330 Total cost of revenue 109,180 122,964 358,997 355,504 Engineering and technology 7,474 7,874 24,598 22,233 Sales and marketing 30,485 28,399 162,396 140,809 General and administrative 27,778 23,102 83,499 71,619 Acquisition and integration 416 2,241 (4,710) 28,513 Depreciation 3,839 2,867 9,907 8,371 Amortization of acquired intangible assets 6,342 7,009 19,435 21,247 Total operating expenses 185,514 194,456 654,122 648,296 Operating income (loss) (13,818) (20,282) 82,010 58,573 Interest expense and other, net (1) (9,749) (8,295) (25,707) (24,202)Income (loss) before income taxes (23,567) (28,577) 56,303 34,371 Income tax benefit (expense) 1,726 774 (4,099) (2,920)Net income (loss)$(21,841) $(27,803) $52,204 $31,451 Net income (loss) per share: Basic$(0.46) $(0.57) $1.09 $0.65 Diluted$(0.46) $(0.57) $1.06 $0.64 Weighted average shares outstanding: Basic 47,847 48,707 47,981 48,492 Diluted 47,847 48,707 49,153 49,373 _________________________ (1) Interest expense and other, net consisted of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021Interest expense$8,771 $7,304 $23,166 $21,789Amortization of debt issuance costs 403 388 1,191 1,128Amortization of debt discount 302 290 893 851Total interest expense 9,476 7,982 25,250 23,768Interest income and other 273 313 457 434Interest expense and other, net$9,749 $8,295 $25,707 $24,202 BLUCORA, INC.CONDENSED CONSOLIDATED BALANCE SHEETS(In thousands, except per share amounts) September 30,2022 December 31,2021 (Unaudited) ASSETS Current assets: Cash and cash equivalents$91,104 $134,824 Accounts receivable, net 25,683 21,906 Commissions and advisory fees receivable 20,486 25,073 Prepaid expenses and other current assets 19,670 18,476 Total current assets 156,943 200,279 Long-term assets: Property, equipment, and software, net 75,086 73,638 Right-of-use assets, net 19,753 20,466 Goodwill, net 454,821 454,821 Acquired intangible assets, net 288,610 302,289 Other long-term assets 30,376 20,450 Total long-term assets 868,646 871,664 Total assets$1,025,589 $1,071,943 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable$3,804 $8,216 Commissions and advisory fees payable 13,803 17,940 Accrued expenses and other current liabilities 33,948 65,678 Current deferred revenue 5,908 13,180 Current lease liabilities 5,112 4,896 Current portion of long-term debt — 1,812 Total current liabilities 62,575 111,722 Long-term liabilities: Long-term debt, net 521,094 553,134 Long-term lease liabilities 31,176 33,267 Deferred tax liabilities, net 19,546 20,124 Long-term deferred revenue 4,627 5,322 Other long-term liabilities 14,981 6,752 Total long-term liabilities 591,424 618,599 Total liabilities 653,999 730,321 Stockholders’ equity: Common stock, par value $0.0001 per share—900,000 authorized shares; 50,955 shares issued and 47,774 shares outstanding as of September 30, 2022; 50,137 shares issued and 48,831 shares outstanding as of December 31, 2021 5 5 Additional paid-in capital 1,632,569 1,619,805 Accumulated deficit (1,197,585) (1,249,789)Treasury stock, at cost—3,181 shares at September 30, 2022 and 1,306 shares at December 31, 2021 (63,399) (28,399)Total stockholders’ equity 371,590 341,622 Total liabilities and stockholders’ equity$1,025,589 $1,071,943 BLUCORA, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited) (In thousands) Nine Months Ended September 30, 2022 2021 Operating activities: Net income$52,204 $31,451 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of acquired intangible assets 35,131 32,498 Stock-based compensation 17,129 15,499 Change in the fair value of acquisition-related contingent consideration (5,320) 19,500 Reduction of right-of-use lease assets 1,103 2,694 Deferred income taxes (578) (1,161)Amortization of debt discount and issuance costs 2,084 1,979 Accretion of lease liabilities 1,522 731 Other non-cash items 4,387 1,371 Changes in operating assets and liabilities, net of acquisitions and disposals: Accounts receivable, net (3,670) (5,008)Commissions and advisory fees receivable 4,587 1,129 Prepaid expenses and other current assets 160 (549)Other long-term assets (14,887) (10,898)Accounts payable (4,412) (358)Commissions and advisory fees payable (4,137) (500)Lease liabilities (3,788) (1,047)Deferred revenue (7,967) (7,523)Accrued expenses and other current and long-term liabilities (11,632) (5,417)Net cash provided by operating activities 61,916 74,391 Investing activities: Purchases of property, equipment, and software (17,154) (21,624)Asset acquisitions (3,743) (3,823)Net cash used by investing activities (20,897) (25,447)Financing activities: Proceeds from credit facilities, net of debt discount and issuance costs — (502)Payments on credit facilities (35,906) (1,359)Acquisition-related contingent consideration payments (14,548) (13,150)Stock repurchases (35,000) — Proceeds from issuance of stock through employee stock purchase plan 2,324 1,845 Tax payments from shares withheld for equity awards (2,090) (1,613)Proceeds from stock option exercises 481 535 Net cash used by financing activities (84,739) (14,244)Net increase (decrease) in cash, cash equivalents, and restricted cash (43,720) 34,700 Cash, cash equivalents, and restricted cash, beginning of period 134,824 150,762 Cash, cash equivalents, and restricted cash, end of period$91,104 $185,462 Supplemental cash flow information: Cash paid for income taxes$2,408 $2,864 Cash paid for interest$23,005 $21,626 BLUCORA, INC.Segment Information and Revenue(Unaudited) (In thousands) Information on reportable segments currently presented to our Chief Executive Officer (our chief operating decision maker) and a reconciliation to consolidated net income (loss) are presented below: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Revenue: Wealth Management$165,032 $169,135 $494,104 $486,021 Tax Software 6,664 5,039 242,028 220,848 Total revenue 171,696 174,174 736,132 706,869 Operating income (loss): Wealth Management 27,626 19,564 59,920 60,356 Tax Software (12,517) (13,864) 99,372 100,472 Corporate-level activity (28,927) (25,982) (77,282) (102,255)Total operating income (loss) (13,818) (20,282) 82,010 58,573 Interest expense and other, net (9,749) (8,295) (25,707) (24,202)Income (loss) before income taxes (23,567) (28,577) 56,303 34,371 Income tax benefit (expense) 1,726 774 (4,099) (2,920)Net income (loss)$(21,841) $(27,803) $52,204 $31,451 Revenues by major category within each segment are presented below: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021Wealth Management: Advisory$95,070 $103,540 $306,394 $291,167Commission 41,788 52,961 132,278 157,197Asset-based 21,147 5,659 33,774 16,514Transaction and fee 7,027 6,975 21,658 21,143Total Wealth Management revenue$165,032 $169,135 $494,104 $486,021Tax Software: Consumer$5,974 $4,479 $222,262 $203,891Professional 690 560 19,766 16,957Total Tax Software revenue$6,664 $5,039 $242,028 $220,848 Corporate-level activity included the following: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021Unallocated corporate-level general and administrative expenses$7,456 $6,499 $22,428 $18,452Stock-based compensation 5,706 4,729 17,129 15,499Acquisition and integration 416 2,241 (4,710) 28,513Depreciation 6,020 3,906 15,696 11,251Amortization of acquired intangible assets 6,342 7,009 19,435 21,247Contested proxy, transaction and other legal and consulting costs 2,987 1,598 7,304 7,293Total corporate-level activity$28,927 $25,982 $77,282 $102,255 BLUCORA, INC.Reconciliations of Non-GAAP Financial Measures to the Nearest Comparable GAAP Measures (1)(Unaudited) (In thousands, except per share amounts) Adjusted EBITDA Reconciliation (1) Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021Net income (loss) (2)$(21,841) $(27,803) $52,204 $31,451Stock-based compensation 5,706 4,729 17,129 15,499Depreciation and amortization of acquired intangible assets 12,362 10,915 35,131 32,498Interest expense and other, net 9,749 8,295 25,707 24,202Acquisition and integration—Excluding change in the fair value of HKFS Contingent Consideration 416 541 610 9,013Acquisition and integration—Change in the fair value of HKFS Contingent Consideration — 1,700 (5,320) 19,500Contested proxy, transaction and other legal and consulting costs 2,987 1,598 7,304 7,293Income tax (benefit) expense (1,726) (774) 4,099 2,920Adjusted EBITDA (1)$7,653 $(799) $136,864 $142,376 Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) Per Share Reconciliation (1) Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net income (loss) (2)$(21,841) $(27,803) $52,204 $31,451 Stock-based compensation 5,706 4,729 17,129 15,499 Amortization of acquired intangible assets 6,342 7,009 19,435 21,247 Acquisition and integration—Excluding change in the fair value of HKFS Contingent Consideration 416 541 610 9,013 Acquisition and integration—Change in the fair value of HKFS Contingent Consideration — 1,700 (5,320) 19,500 Contested proxy, transaction and other legal and consulting costs 2,987 1,598 7,304 7,293 Cash tax impact of adjustments to GAAP net income (loss) (319) (331) (1,631) (1,523)Non-cash income tax (benefit) expense (3,071) (197) 1,090 (1,160)Non-GAAP Net Income (Loss) (1)$(9,780) $(12,754) $90,821 $101,320 Per diluted share: Net income (loss) (2) (4)$(0.46) $(0.57) $1.06 $0.64 Stock-based compensation 0.12 0.10 0.35 0.31 Amortization of acquired intangible assets 0.14 0.14 0.40 0.43 Acquisition and integration—Excluding change in the fair value of HKFS Contingent Consideration 0.01 0.01 0.01 0.18 Acquisition and integration—Change in the fair value of HKFS Contingent Consideration — 0.03 (0.11) 0.39 Contested proxy, transaction and other legal and consulting costs 0.06 0.04 0.15 0.15 Cash tax impact of adjustments to GAAP net income (loss) (0.01) (0.01) (0.03) (0.03)Non-cash income tax (benefit) expense (0.06) — 0.02 (0.02)Non-GAAP Net Income (Loss) per share — Diluted (1)$(0.20) $(0.26) $1.85 $2.05 Diluted weighted average shares outstanding 47,847 48,707 49,153 49,373 BLUCORA, INC.Reconciliations of Non-GAAP Financial Measures to the Nearest Comparable GAAP Measures (1)(Unaudited) (In thousands, except per share amounts) Adjusted EBITDA Reconciliation for Forward-Looking Guidance (1) Ranges for year ending December 31, 2022 Low HighNet income$36,000 $41,000Stock-based compensation 23,000 23,000Depreciation and amortization of acquired intangible assets 48,500 48,500Interest expense and other, net 37,000 37,000Acquisition, integration, and contested proxy, transaction and other legal and consulting costs (3) 4,000 3,500Income tax expense 3,500 3,500Adjusted EBITDA (1)$152,000 $156,500 Non-GAAP Net Income and Non-GAAP Net Income Per Share Reconciliation for Forward-Looking Guidance (1) Ranges for year ending December 31, 2022 Low HighNet income$36,000 $41,000 Stock-based compensation 23,000 23,000 Amortization of acquired intangible assets 25,500 25,500 Acquisition, integration, and contested proxy, transaction and other legal and consulting costs (3) 4,000 3,500 Cash tax impact of adjustments to net income (2,000) (2,000)Non-cash income tax (benefit) expense (500) (500)Non-GAAP Net Income (1)$86,000 $90,500 Per diluted share: Net income$0.73 $0.83 Stock-based compensation 0.47 0.47 Amortization of acquired intangible assets 0.52 0.52 Acquisition, integration, and contested proxy, transaction and other legal and consulting costs (3) 0.08 0.07 Cash tax impact of adjustments to net income (0.04) (0.04)Non-cash income tax (benefit) expense (0.01) (0.01)Non-GAAP Net Income per share — Diluted (1)$1.75 $1.84 Diluted weighted average shares outstanding 49,120 49,120 Notes to Reconciliations of Non-GAAP Financial Measures to the Nearest Comparable GAAP Measures (1) We define Adjusted EBITDA as net income (loss), determined in accordance with GAAP, excluding the effects of stock-based compensation, depreciation and amortization of acquired intangible assets, interest expense and other, net, acquisition and integration costs, contested proxy, transaction and other legal and consulting costs, and income tax (benefit) expense. Interest expense and other, net primarily consists of interest expense, net. Acquisition and integration costs primarily relate to the acquisitions of Avantax Planning Partners and 1st Global. 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. We define Non-GAAP Net Income (Loss) as net income (loss), determined in accordance with GAAP, excluding the effects of stock-based compensation, amortization of acquired intangible assets, acquisition and integration costs, contested proxy, transaction 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 taxes because of our ability to offset a substantial portion of our cash tax liabilities by using deferred tax assets, which primarily consist of U.S. federal net operating losses. The majority of these net operating losses will expire, if not utilized, between 2022 and 2024. We believe that Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per share provide meaningful supplemental information to management, investors, and analysts regarding our performance and the valuation of our business by excluding items in the statement of operations that we do not consider part of our ongoing operations or that have not been, or are not expected to be, settled in cash. Additionally, we believe that Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per share are common measures used by investors and analysts to evaluate our performance and the valuation of our business. Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per share should be evaluated in light of our financial results prepared in accordance with GAAP and should be considered as a supplement to, and not as a substitute for or superior to, GAAP net income (loss) and GAAP net income (loss) per share. Other companies may calculate Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per share differently, and, therefore, these measures may not be comparable to similarly titled measures of other companies. (2) As presented in the condensed consolidated statements of operations (unaudited). (3) The breakout of components cannot be determined on a forward-looking basis without unreasonable efforts. (4) Any difference in the “per diluted share” amounts between this table and the condensed consolidated statements of operations is due to using different diluted weighted average shares outstanding in the event that there is GAAP net loss but Non-GAAP Net Income and vice versa.
DALLAS, Nov. 01, 2022 (GLOBE NEWSWIRE) -- Blucora, Inc. (NASDAQ: BCOR), a leading provider of technology-enabled, tax focused financial solutions, today announced financial results for the third quarter ended September 30, 2022. Third Quarter Highlights and Recent Developments Avantax added newly recruited assets of $214 million during the third quarter for a total of approximately $1.3 billion during the first nine months of 2022. This exceeds full year 2021 newly recruited assets of $929 million.Avantax continued to deliver net positive asset flows with $380 million for the quarter and $810 million year to date.Blucora reported total revenue of $171.7 million, a decrease of 1% versus the third quarter of the prior year.Avantax ended the third quarter with total client assets of $72.6 billion and advisory assets of $35.4 billion, or 48.8% of total client assets.During the third quarter, Blucora paid down $35 million of its term loan balance and paid the final $23 million earn-out obligation related to the HKFS acquisition. The company ended the third quarter with $91.1 million in cash and cash equivalents. Chris Walters, Blucora’s President and Chief Executive Officer commented, “Overall, Blucora has continued to perform well and execute on our growth strategy. I am pleased to announce that yesterday the company signed an agreement to sell our tax software business, TaxAct, to an affiliate of Cinven in an all-cash transaction that is expected to close by the end of the year. Cinven’s interest and offer further validate the extraordinary work our TaxAct team has done to grow the business by enhancing our products and customer care approach as well as the significant strides made acquiring customers via increasing the sophistication of our marketing efforts and scaling partnerships.” Mr. Walters continued, “Following the closing, we will rebrand Blucora to Avantax and focus solely on executing our long-term, sustainable growth strategy for our tax-focused wealth business. This means aligning the company’s operations and enabling strategic investment in high-return initiatives to best support the needs of our financial professionals and CPA firms and their clients.” TaxActBlucora today announced that an agreement has been entered into for the sale of TaxAct to an affiliate of Cinven for $720 million, subject to adjustment as set forth in the agreement, in an all-cash transaction. The net proceeds will be used to pay down existing indebtedness and return excess capital to shareholders. To view the announcement, you may go to the investor relations section of the Blucora website located at www.blucora.com/news-releases. Summary Financial Performance: Q3 2022 ($ in millions, except per share amounts)Q3 2022 Q3 2021 ChangeRevenue: Wealth Management$165.0 $169.1 (2.4)%Tax Software 6.7 5.0 34.0 %Total Revenue$171.7 $174.2 (1.4)%Segment Operating Income (Loss) Wealth Management$27.6 $19.6 40.8 %Tax Software (12.5) (13.9) 10.1 %Total Segment Operating Income$15.1 $5.7 164.9 %Unallocated Corporate-Level General and Administrative Expenses$(7.5) $(6.5) (15.4)%GAAP: Operating Loss$(13.8) $(20.3) 32.0 %Net Loss$(21.8) $(27.8) 21.6 %Net Loss per share — Diluted$(0.46) $(0.57) 19.3 %Non-GAAP: Adjusted EBITDA (1)$7.7 $(0.8) 1062.5 %Net Loss (1)$(9.8) $(12.8) 23.4 %Net Loss per share — Diluted (1)$(0.20) $(0.26) 23.1 % _________________________ Note: Totals may not foot due to rounding.(1) See reconciliations of all non-GAAP to GAAP measures presented in this release in the tables below. Full Year 2022 Outlook ($ in millions, except per share amounts)Full Year 2022 OutlookWealth Management Revenue$660.0 - $665.0Tax Software Revenue$249.0 - $250.0Total Revenue$909.0 - $915.0Wealth Management Segment Operating Income$93.0 - $95.0Tax Software Segment Operating Income$89.0 - $91.0Unallocated Corporate-Level General and Administrative Expenses$30.0 - $29.5GAAP: Net Income$36.0 - $41.0Net Income per share — Diluted$0.73 - $0.83Non-GAAP: Adjusted EBITDA (1)$152.0 - $156.5Non-GAAP Net Income (1)$86.0 - $90.5Non-GAAP Net Income per share — Diluted (1)$1.75 - $1.84 ____________________________ (1) See reconciliations of all non-GAAP to GAAP measures presented in this release in the tables below. Conference Call and Webcast A conference call and live webcast will be held on Tuesday, November 1, 2022 at 8:30 a.m. Eastern Time during which the Company will further discuss third quarter results, its outlook for full year 2022, the TaxAct transaction and the Company’s strategic transformation. We will also provide supplemental financial information to our results on the Investor Relations section of the Blucora corporate website at www.blucora.com prior to the call. A replay of the call will be available on our website. About Blucora® Blucora, Inc. (NASDAQ: BCOR) is a provider of data and technology-driven solutions that empower people to improve their financial wellness. Blucora operates in two segments (i) wealth management, through its Avantax Wealth Management and Avantax Planning Partners brands, with a collective $73 billion in total client assets as of September 30, 2022 and (ii) tax software, through its TaxAct business, a market leader in tax software with over 3 million consumer users and approximately 21,000 professional users in 2022. With integrated tax-focused software and wealth management, Blucora is uniquely positioned to assist our customers in achieving better long-term outcomes via holistic, tax-advantaged solutions. For more information on Blucora, visit www.blucora.com. Source: Blucora Blucora Investor RelationsDee Littrell (972) 870-6463IR@Blucora.com This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including without limitation, statements regarding the outlook of Blucora, Inc. (the “Company”) and its segments, the expected timing of the consummation of the sale of our tax software business (the “TaxAct Sale”), the plan for the Company to change its name to Avantax, the anticipated business strategy and corporate focus of the Company following consummation of the TaxAct Sale and the intended use of proceeds from the sale. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “may,” “will,” “would,” “could,” “should,” “estimates,” “predicts,” “potential,” “continues,” “target,” “outlook,” and similar terms and expressions, but the absence of these words does not mean that the statement is not forward-looking. Actual results may differ significantly from management’s expectations due to various risks and uncertainties including, but not limited to: our ability to effectively compete within our industries; our ability to generate strong performance for our clients and the impact of the financial markets on our clients’ portfolios; our expectations concerning the revenues we generate from fees associated with the financial products that we distribute; our ability to attract and retain financial professionals, employees, clients, and customers, as well as our ability to provide strong customer/client service; 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; 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 (the “SEC”); risks associated with legal proceedings, including litigation and regulatory proceedings; our ability to close, finance, and realize all of the anticipated benefits of acquisitions, as well as our ability to integrate the operations of recently acquired businesses, and the potential impact of such acquisitions on our existing indebtedness and leverage; our ability to retain employees and acquired client assets following acquisitions; any compromise of confidentiality, availability or integrity of information, including cyberattacks; 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 software industries; the impact of the continuing COVID-19 pandemic on our results of operations and our business, including the impact of the resulting economic and market disruption, the extension of tax filing deadlines and other related government actions, and changes in customer behavior related to the foregoing; 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; 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; risks related to goodwill and acquired 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; the seasonality of our business; our assessments and estimates that determine our effective tax rate; our ability to protect our intellectual property and the impact of any claim that we infringed on the intellectual property rights of others; disruptions to our business and operations resulting from the TaxAct Sale agreement (or the announcement thereof); our inability to successfully close the TaxAct Sale; our failure to realize the expected benefits of the transaction if it does close; our inability to return capital to stockholders in the amount anticipated if we are unable to secure financing on desirable terms after the consummation of the TaxAct Sale; and the effects on our business of actions of activist stockholders. A more detailed description of these and certain other factors that could affect actual results is included in the Company’s most recent Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date hereof, except as may be required by law. BLUCORA, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited) (In thousands, except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Revenue: Wealth Management$165,032 $169,135 $494,104 $486,021 Tax Software 6,664 5,039 242,028 220,848 Total revenue 171,696 174,174 736,132 706,869 Operating expenses: Cost of revenue: Wealth Management 105,301 120,641 338,819 343,174 Tax Software 3,879 2,323 20,178 12,330 Total cost of revenue 109,180 122,964 358,997 355,504 Engineering and technology 7,474 7,874 24,598 22,233 Sales and marketing 30,485 28,399 162,396 140,809 General and administrative 27,778 23,102 83,499 71,619 Acquisition and integration 416 2,241 (4,710) 28,513 Depreciation 3,839 2,867 9,907 8,371 Amortization of acquired intangible assets 6,342 7,009 19,435 21,247 Total operating expenses 185,514 194,456 654,122 648,296 Operating income (loss) (13,818) (20,282) 82,010 58,573 Interest expense and other, net (1) (9,749) (8,295) (25,707) (24,202)Income (loss) before income taxes (23,567) (28,577) 56,303 34,371 Income tax benefit (expense) 1,726 774 (4,099) (2,920)Net income (loss)$(21,841) $(27,803) $52,204 $31,451 Net income (loss) per share: Basic$(0.46) $(0.57) $1.09 $0.65 Diluted$(0.46) $(0.57) $1.06 $0.64 Weighted average shares outstanding: Basic 47,847 48,707 47,981 48,492 Diluted 47,847 48,707 49,153 49,373 _________________________ (1) Interest expense and other, net consisted of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021Interest expense$8,771 $7,304 $23,166 $21,789Amortization of debt issuance costs 403 388 1,191 1,128Amortization of debt discount 302 290 893 851Total interest expense 9,476 7,982 25,250 23,768Interest income and other 273 313 457 434Interest expense and other, net$9,749 $8,295 $25,707 $24,202 BLUCORA, INC.CONDENSED CONSOLIDATED BALANCE SHEETS(In thousands, except per share amounts) September 30,2022 December 31,2021 (Unaudited) ASSETS Current assets: Cash and cash equivalents$91,104 $134,824 Accounts receivable, net 25,683 21,906 Commissions and advisory fees receivable 20,486 25,073 Prepaid expenses and other current assets 19,670 18,476 Total current assets 156,943 200,279 Long-term assets: Property, equipment, and software, net 75,086 73,638 Right-of-use assets, net 19,753 20,466 Goodwill, net 454,821 454,821 Acquired intangible assets, net 288,610 302,289 Other long-term assets 30,376 20,450 Total long-term assets 868,646 871,664 Total assets$1,025,589 $1,071,943 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable$3,804 $8,216 Commissions and advisory fees payable 13,803 17,940 Accrued expenses and other current liabilities 33,948 65,678 Current deferred revenue 5,908 13,180 Current lease liabilities 5,112 4,896 Current portion of long-term debt — 1,812 Total current liabilities 62,575 111,722 Long-term liabilities: Long-term debt, net 521,094 553,134 Long-term lease liabilities 31,176 33,267 Deferred tax liabilities, net 19,546 20,124 Long-term deferred revenue 4,627 5,322 Other long-term liabilities 14,981 6,752 Total long-term liabilities 591,424 618,599 Total liabilities 653,999 730,321 Stockholders’ equity: Common stock, par value $0.0001 per share—900,000 authorized shares; 50,955 shares issued and 47,774 shares outstanding as of September 30, 2022; 50,137 shares issued and 48,831 shares outstanding as of December 31, 2021 5 5 Additional paid-in capital 1,632,569 1,619,805 Accumulated deficit (1,197,585) (1,249,789)Treasury stock, at cost—3,181 shares at September 30, 2022 and 1,306 shares at December 31, 2021 (63,399) (28,399)Total stockholders’ equity 371,590 341,622 Total liabilities and stockholders’ equity$1,025,589 $1,071,943 BLUCORA, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited) (In thousands) Nine Months Ended September 30, 2022 2021 Operating activities: Net income$52,204 $31,451 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of acquired intangible assets 35,131 32,498 Stock-based compensation 17,129 15,499 Change in the fair value of acquisition-related contingent consideration (5,320) 19,500 Reduction of right-of-use lease assets 1,103 2,694 Deferred income taxes (578) (1,161)Amortization of debt discount and issuance costs 2,084 1,979 Accretion of lease liabilities 1,522 731 Other non-cash items 4,387 1,371 Changes in operating assets and liabilities, net of acquisitions and disposals: Accounts receivable, net (3,670) (5,008)Commissions and advisory fees receivable 4,587 1,129 Prepaid expenses and other current assets 160 (549)Other long-term assets (14,887) (10,898)Accounts payable (4,412) (358)Commissions and advisory fees payable (4,137) (500)Lease liabilities (3,788) (1,047)Deferred revenue (7,967) (7,523)Accrued expenses and other current and long-term liabilities (11,632) (5,417)Net cash provided by operating activities 61,916 74,391 Investing activities: Purchases of property, equipment, and software (17,154) (21,624)Asset acquisitions (3,743) (3,823)Net cash used by investing activities (20,897) (25,447)Financing activities: Proceeds from credit facilities, net of debt discount and issuance costs — (502)Payments on credit facilities (35,906) (1,359)Acquisition-related contingent consideration payments (14,548) (13,150)Stock repurchases (35,000) — Proceeds from issuance of stock through employee stock purchase plan 2,324 1,845 Tax payments from shares withheld for equity awards (2,090) (1,613)Proceeds from stock option exercises 481 535 Net cash used by financing activities (84,739) (14,244)Net increase (decrease) in cash, cash equivalents, and restricted cash (43,720) 34,700 Cash, cash equivalents, and restricted cash, beginning of period 134,824 150,762 Cash, cash equivalents, and restricted cash, end of period$91,104 $185,462 Supplemental cash flow information: Cash paid for income taxes$2,408 $2,864 Cash paid for interest$23,005 $21,626 BLUCORA, INC.Segment Information and Revenue(Unaudited) (In thousands) Information on reportable segments currently presented to our Chief Executive Officer (our chief operating decision maker) and a reconciliation to consolidated net income (loss) are presented below: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Revenue: Wealth Management$165,032 $169,135 $494,104 $486,021 Tax Software 6,664 5,039 242,028 220,848 Total revenue 171,696 174,174 736,132 706,869 Operating income (loss): Wealth Management 27,626 19,564 59,920 60,356 Tax Software (12,517) (13,864) 99,372 100,472 Corporate-level activity (28,927) (25,982) (77,282) (102,255)Total operating income (loss) (13,818) (20,282) 82,010 58,573 Interest expense and other, net (9,749) (8,295) (25,707) (24,202)Income (loss) before income taxes (23,567) (28,577) 56,303 34,371 Income tax benefit (expense) 1,726 774 (4,099) (2,920)Net income (loss)$(21,841) $(27,803) $52,204 $31,451 Revenues by major category within each segment are presented below: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021Wealth Management: Advisory$95,070 $103,540 $306,394 $291,167Commission 41,788 52,961 132,278 157,197Asset-based 21,147 5,659 33,774 16,514Transaction and fee 7,027 6,975 21,658 21,143Total Wealth Management revenue$165,032 $169,135 $494,104 $486,021Tax Software: Consumer$5,974 $4,479 $222,262 $203,891Professional 690 560 19,766 16,957Total Tax Software revenue$6,664 $5,039 $242,028 $220,848 Corporate-level activity included the following: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021Unallocated corporate-level general and administrative expenses$7,456 $6,499 $22,428 $18,452Stock-based compensation 5,706 4,729 17,129 15,499Acquisition and integration 416 2,241 (4,710) 28,513Depreciation 6,020 3,906 15,696 11,251Amortization of acquired intangible assets 6,342 7,009 19,435 21,247Contested proxy, transaction and other legal and consulting costs 2,987 1,598 7,304 7,293Total corporate-level activity$28,927 $25,982 $77,282 $102,255 BLUCORA, INC.Reconciliations of Non-GAAP Financial Measures to the Nearest Comparable GAAP Measures (1)(Unaudited) (In thousands, except per share amounts) Adjusted EBITDA Reconciliation (1) Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021Net income (loss) (2)$(21,841) $(27,803) $52,204 $31,451Stock-based compensation 5,706 4,729 17,129 15,499Depreciation and amortization of acquired intangible assets 12,362 10,915 35,131 32,498Interest expense and other, net 9,749 8,295 25,707 24,202Acquisition and integration—Excluding change in the fair value of HKFS Contingent Consideration 416 541 610 9,013Acquisition and integration—Change in the fair value of HKFS Contingent Consideration — 1,700 (5,320) 19,500Contested proxy, transaction and other legal and consulting costs 2,987 1,598 7,304 7,293Income tax (benefit) expense (1,726) (774) 4,099 2,920Adjusted EBITDA (1)$7,653 $(799) $136,864 $142,376 Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) Per Share Reconciliation (1) Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net income (loss) (2)$(21,841) $(27,803) $52,204 $31,451 Stock-based compensation 5,706 4,729 17,129 15,499 Amortization of acquired intangible assets 6,342 7,009 19,435 21,247 Acquisition and integration—Excluding change in the fair value of HKFS Contingent Consideration 416 541 610 9,013 Acquisition and integration—Change in the fair value of HKFS Contingent Consideration — 1,700 (5,320) 19,500 Contested proxy, transaction and other legal and consulting costs 2,987 1,598 7,304 7,293 Cash tax impact of adjustments to GAAP net income (loss) (319) (331) (1,631) (1,523)Non-cash income tax (benefit) expense (3,071) (197) 1,090 (1,160)Non-GAAP Net Income (Loss) (1)$(9,780) $(12,754) $90,821 $101,320 Per diluted share: Net income (loss) (2) (4)$(0.46) $(0.57) $1.06 $0.64 Stock-based compensation 0.12 0.10 0.35 0.31 Amortization of acquired intangible assets 0.14 0.14 0.40 0.43 Acquisition and integration—Excluding change in the fair value of HKFS Contingent Consideration 0.01 0.01 0.01 0.18 Acquisition and integration—Change in the fair value of HKFS Contingent Consideration — 0.03 (0.11) 0.39 Contested proxy, transaction and other legal and consulting costs 0.06 0.04 0.15 0.15 Cash tax impact of adjustments to GAAP net income (loss) (0.01) (0.01) (0.03) (0.03)Non-cash income tax (benefit) expense (0.06) — 0.02 (0.02)Non-GAAP Net Income (Loss) per share — Diluted (1)$(0.20) $(0.26) $1.85 $2.05 Diluted weighted average shares outstanding 47,847 48,707 49,153 49,373 BLUCORA, INC.Reconciliations of Non-GAAP Financial Measures to the Nearest Comparable GAAP Measures (1)(Unaudited) (In thousands, except per share amounts) Adjusted EBITDA Reconciliation for Forward-Looking Guidance (1) Ranges for year ending December 31, 2022 Low HighNet income$36,000 $41,000Stock-based compensation 23,000 23,000Depreciation and amortization of acquired intangible assets 48,500 48,500Interest expense and other, net 37,000 37,000Acquisition, integration, and contested proxy, transaction and other legal and consulting costs (3) 4,000 3,500Income tax expense 3,500 3,500Adjusted EBITDA (1)$152,000 $156,500 Non-GAAP Net Income and Non-GAAP Net Income Per Share Reconciliation for Forward-Looking Guidance (1) Ranges for year ending December 31, 2022 Low HighNet income$36,000 $41,000 Stock-based compensation 23,000 23,000 Amortization of acquired intangible assets 25,500 25,500 Acquisition, integration, and contested proxy, transaction and other legal and consulting costs (3) 4,000 3,500 Cash tax impact of adjustments to net income (2,000) (2,000)Non-cash income tax (benefit) expense (500) (500)Non-GAAP Net Income (1)$86,000 $90,500 Per diluted share: Net income$0.73 $0.83 Stock-based compensation 0.47 0.47 Amortization of acquired intangible assets 0.52 0.52 Acquisition, integration, and contested proxy, transaction and other legal and consulting costs (3) 0.08 0.07 Cash tax impact of adjustments to net income (0.04) (0.04)Non-cash income tax (benefit) expense (0.01) (0.01)Non-GAAP Net Income per share — Diluted (1)$1.75 $1.84 Diluted weighted average shares outstanding 49,120 49,120 Notes to Reconciliations of Non-GAAP Financial Measures to the Nearest Comparable GAAP Measures (1) We define Adjusted EBITDA as net income (loss), determined in accordance with GAAP, excluding the effects of stock-based compensation, depreciation and amortization of acquired intangible assets, interest expense and other, net, acquisition and integration costs, contested proxy, transaction and other legal and consulting costs, and income tax (benefit) expense. Interest expense and other, net primarily consists of interest expense, net. Acquisition and integration costs primarily relate to the acquisitions of Avantax Planning Partners and 1st Global. 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. We define Non-GAAP Net Income (Loss) as net income (loss), determined in accordance with GAAP, excluding the effects of stock-based compensation, amortization of acquired intangible assets, acquisition and integration costs, contested proxy, transaction 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 taxes because of our ability to offset a substantial portion of our cash tax liabilities by using deferred tax assets, which primarily consist of U.S. federal net operating losses. The majority of these net operating losses will expire, if not utilized, between 2022 and 2024. We believe that Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per share provide meaningful supplemental information to management, investors, and analysts regarding our performance and the valuation of our business by excluding items in the statement of operations that we do not consider part of our ongoing operations or that have not been, or are not expected to be, settled in cash. Additionally, we believe that Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per share are common measures used by investors and analysts to evaluate our performance and the valuation of our business. Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per share should be evaluated in light of our financial results prepared in accordance with GAAP and should be considered as a supplement to, and not as a substitute for or superior to, GAAP net income (loss) and GAAP net income (loss) per share. Other companies may calculate Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per share differently, and, therefore, these measures may not be comparable to similarly titled measures of other companies. (2) As presented in the condensed consolidated statements of operations (unaudited). (3) The breakout of components cannot be determined on a forward-looking basis without unreasonable efforts. (4) Any difference in the “per diluted share” amounts between this table and the condensed consolidated statements of operations is due to using different diluted weighted average shares outstanding in the event that there is GAAP net loss but Non-GAAP Net Income and vice versa.