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 ~~September~~June 30, ~~2022~~2023


☐			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,~~Avantax, 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~~AVTA

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

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant 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 ~~October 25, 2022, 47,884,243~~August 2, 2023, 36,760,034 shares of the registrant’s Common Stock were outstanding.

TABLE OF CONTENTS


PART I . FINANCIAL INFORMATION		Page
Item 1.	Financial Statements	5
	Condensed Consolidated Balance Sheets (Unaudited)	5
	Condensed Consolidated Statements of ~~Operations~~Comprehensive Income (Loss) (Unaudited)	6
	Condensed Consolidated Statements of Stockholders' Equity (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1923
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3940
Item 4.	Controls and Procedures	3941

PART II . OTHER INFORMATION
Item 1.	Legal Proceedings	3941
Item 1A.	Risk Factors	3941
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4142
Item 3.	Defaults Upon Senior Securities	4142
Item 4.	Mine Safety Disclosures	4142
Item 5.	Other Information	4142
Item 6.	Exhibits	4243

Signatures		4344

This report includes some of the trademarks, trade names, and service marks of ~~Blucora,~~Avantax, Inc. (referred to throughout this report as ~~“Blucora,~~“Avantax,” the “Company,” “we,” “us,” or “our”), including ~~Blucora,~~ Avantax Wealth Management, Avantax Planning Partners, Avantax Retirement Plan Services, HD Vest, 1st Global, ~~HKFS,~~ and ~~TaxAct.~~HKFS. Each one of these trademarks, trade names, or service marks is either (i) our registered trademark, (ii) a trademark for which we have a pending application, (iii) a trade name or service mark for which we claim common law rights, or (iv) a registered trademark or application for registration that we have been authorized by a third party to use.

Solely for convenience, the trademarks, service marks, and trade names included in this report are without the ®, ™™, or other applicable symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks, and trade names. This report may also include additional trademarks, service marks, and trade names of others, which are the property of their respective owners. All trademarks, service marks, and trade names included in this report are, to our knowledge, the property of their respective owners.

References to our or our subsidiaries’ website addresses or the website addresses of third parties in this report do not constitute incorporation by reference of the information contained on such websites and should not be considered part of this report.

~~Blucora, Inc.~~ | ~~Q3 2022 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. 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;~~industry;

•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,~~clients, as well as our ability to provide strong ~~customer/~~client service;

•the impact of significant interest rate changes;

•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;

•political and economic conditions and events that directly or indirectly impact the wealth management industry;

•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;

•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”);

•any compromise of confidentiality, availability, or integrity of information, including cyberattacks;

•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 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;~~

~~Blucora, Inc.~~ | ~~Q3 2022 Form 10-Q 3~~

•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;

•Avantax, Inc.~~disruptions to our business and operations resulting from our agreement to sell our Tax Software business (or the announcement thereof);~~ | Q2 2023 Form 10-Q 3

•~~our inability~~risks related to ~~successfully close the sale of our Tax Software business;~~goodwill and acquired intangible asset impairment;

•our failure to realize the expected benefits of the ~~transaction if it does close;~~sale of our former tax software business (the “TaxAct Sale”);

•~~if we are unable~~disruptions to ~~secure financing on desirable~~our business and operations resulting from our compliance with the terms ~~after the consummation~~ of the ~~sale of our Tax Software business, our capital structure may include limited or no indebtedness and we may not be able to return capital to stockholders~~transition services agreement entered into in connection with the ~~amount anticipated;~~TaxAct Sale; and

•~~the effects on~~our ability to mitigate and manage risks caused by yield curve, duration and interest rate fluctuations, and other macroeconomic factors upon our business ~~of actions of activist stockholders.~~and financing arrangements through derivative transactions pursuant to our recently implemented hedging policy.

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, ~~2021,~~2022, 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,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 4

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

~~BLUCORA,~~AVANTAX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)


		September 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
		(Unaudited)					(Unaudited)
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	91,104	$	134,824	Cash and cash equivalents	$	109,791	$	263,928

Accounts receivable, net	Accounts receivable, net	25,683		21,906		Accounts receivable, net	25,127		24,117
Commissions and advisory fees receivable	Commissions and advisory fees receivable	20,486		25,073		Commissions and advisory fees receivable	22,005		20,679

Prepaid expenses and other current assets	Prepaid expenses and other current assets	19,670		18,476		Prepaid expenses and other current assets	30,054		15,027
Total current assets	Total current assets	156,943		200,279		Total current assets	186,977		323,751
Long-term assets:	Long-term assets:					Long-term assets:
Property, equipment, and software, net	Property, equipment, and software, net	75,086		73,638		Property, equipment, and software, net	51,363		53,041
Right-of-use assets, net	Right-of-use assets, net	19,753		20,466		Right-of-use assets, net	18,556		19,361
Goodwill, net	Goodwill, net	454,821		454,821		Goodwill, net	266,279		266,279
Acquired intangible assets, net	Acquired intangible assets, net	288,610		302,289		Acquired intangible assets, net	259,125		266,002

Other long-term assets	Other long-term assets	30,376		20,450		Other long-term assets	39,340		35,081
Total long-term assets	Total long-term assets	868,646		871,664		Total long-term assets	634,663		639,764
Total assets	Total assets	$	1,025,589	$	1,071,943	Total assets	$	821,640	$	963,515
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	3,804	$	8,216	Accounts payable	$	2,172	$	7,531
Commissions and advisory fees payable	Commissions and advisory fees payable	13,803		17,940		Commissions and advisory fees payable	14,883		13,829
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	33,948		65,678		Accrued expenses and other current liabilities	40,932		111,212
Current deferred revenue	Current deferred revenue	5,908		13,180		Current deferred revenue	5,663		4,583
Current lease liabilities	Current lease liabilities	5,112		4,896		Current lease liabilities	5,177		5,139
Current portion of long-term debt	Current portion of long-term debt	—		1,812		Current portion of long-term debt	10,125		—
Total current liabilities	Total current liabilities	62,575		111,722		Total current liabilities	78,952		142,294
Long-term liabilities:	Long-term liabilities:					Long-term liabilities:
Long-term debt, net	Long-term debt, net	521,094		553,134		Long-term debt, net	251,399		—
Long-term lease liabilities	Long-term lease liabilities	31,176		33,267		Long-term lease liabilities	28,622		30,332
Deferred tax liabilities, net	Deferred tax liabilities, net	19,546		20,124		Deferred tax liabilities, net	16,084		20,819
Long-term deferred revenue	Long-term deferred revenue	4,627		5,322		Long-term deferred revenue	3,933		4,396
Other long-term liabilities	Other long-term liabilities	14,981		6,752		Other long-term liabilities	31,450		22,476
Total long-term liabilities	Total long-term liabilities	591,424		618,599		Total long-term liabilities	331,488		78,023
Total liabilities	Total liabilities	653,999		730,321		Total liabilities	410,440		220,317

Commitments and contingencies (Note 8)
Commitments and contingencies (Note 9)						Commitments and contingencies (Note 9)

Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Common stock, par value $0.0001 per share—900,000 shares authorized; 50,955 shares issued and 47,774 shares outstanding as of September 30, 2022; 50,137 shares issued and 48,831 shares outstanding at December 31, 2021		5		5
Common stock, par value $0.0001 per share—900,000 shares authorized; 43,463 shares issued and 37,118 shares outstanding as of June 30, 2023; 51,260 shares issued and 48,079 shares outstanding as of December 31, 2022						Common stock, par value $0.0001 per share—900,000 shares authorized; 43,463 shares issued and 37,118 shares outstanding as of June 30, 2023; 51,260 shares issued and 48,079 shares outstanding as of December 31, 2022	4		5
Additional paid-in capital	Additional paid-in capital	1,632,569		1,619,805		Additional paid-in capital	1,387,591		1,636,134
Accumulated deficit	Accumulated deficit	(1,197,585)		(1,249,789)		Accumulated deficit	(824,288)		(829,542)

Treasury stock, at cost—3,181 shares as of September 30, 2022 and 1,306 shares as of December 31, 2021		(63,399)		(28,399)
Accumulated other comprehensive loss						Accumulated other comprehensive loss	(12,061)		—
Treasury stock, at cost—6,345 shares as of June 30, 2023 and 3,181 shares as of December 31, 2022						Treasury stock, at cost—6,345 shares as of June 30, 2023 and 3,181 shares as of December 31, 2022	(140,046)		(63,399)
Total stockholders’ equity	Total stockholders’ equity	371,590		341,622		Total stockholders’ equity	411,200		743,198
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	1,025,589	$	1,071,943	Total liabilities and stockholders’ equity	$	821,640	$	963,515

See accompanying notes.

~~Blucora,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 5

~~BLUCORA,~~AVANTAX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~COMPREHENSIVE INCOME (LOSS)

(Unaudited) (In thousands, except per share amounts)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
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

Revenue										Revenue	$	186,928	$	162,669	$	364,908	$	329,072
Operating expenses:	Operating expenses:									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

Cost of revenue										Cost of revenue	110,847		114,446		219,099		235,634
Engineering and technology	Engineering and technology	7,474		7,874		24,598		22,233		Engineering and technology	2,191		2,302		4,912		4,116
Sales and marketing	Sales and marketing	30,485		28,399		162,396		140,809		Sales and marketing	27,423		24,882		53,604		47,056
General and administrative	General and administrative	27,778		23,102		83,499		71,619		General and administrative	26,335		21,721		58,736		45,596
Acquisition and integration	Acquisition and integration	416		2,241		(4,710)		28,513		Acquisition and integration	(39)		(6,792)		83		(5,126)
Depreciation	Depreciation	3,839		2,867		9,907		8,371		Depreciation	3,588		2,642		7,176		5,085
Amortization of acquired intangible assets	Amortization of acquired intangible assets	6,342		7,009		19,435		21,247		Amortization of acquired intangible assets	6,231		6,462		12,569		13,093

Total operating expenses	Total operating expenses	185,514		194,456		654,122		648,296		Total operating expenses	176,576		165,663		356,179		345,454
Operating income (loss)		(13,818)		(20,282)		82,010		58,573
Operating income (loss) from continuing operations										Operating income (loss) from continuing operations	10,352		(2,994)		8,729		(16,382)
Interest expense and other, net	Interest expense and other, net	(9,749)		(8,295)		(25,707)		(24,202)		Interest expense and other, net	(4,698)		(212)		(3,804)		(265)
Income (loss) before income taxes		(23,567)		(28,577)		56,303		34,371
Income (loss) from continuing operations before income taxes										Income (loss) from continuing operations before income taxes	5,654		(3,206)		4,925		(16,647)
Income tax benefit (expense)	Income tax benefit (expense)	1,726		774		(4,099)		(2,920)		Income tax benefit (expense)	(2,073)		4,053		(1,592)		21,046
Net income (loss)		$	(21,841)	$	(27,803)	$	52,204	$	31,451
Income from continuing operations										Income from continuing operations	3,581		847		3,333		4,399
Discontinued operations (Note 3)										Discontinued operations (Note 3)
Income from discontinued operations before gain on disposal and income taxes										Income from discontinued operations before gain on disposal and income taxes	—		45,874		—		96,517
Pre-tax gain on disposal										Pre-tax gain on disposal	—		—		2,539		—
Income from discontinued operations before income taxes										Income from discontinued operations before income taxes	—		45,874		2,539		96,517
Income tax benefit (expense)										Income tax benefit (expense)	—		(7,296)		(618)		(26,871)
Income from discontinued operations										Income from discontinued operations	—		38,578		1,921		69,646
Net income										Net income	$	3,581	$	39,425	$	5,254	$	74,045

Net income (loss) per share:
Basic		$	(0.46)	$	(0.57)	$	1.09	$	0.65
Diluted		$	(0.46)	$	(0.57)	$	1.06	$	0.64
Basic net income per share:										Basic net income per share:
Continuing operations										Continuing operations	$	0.09	$	0.02	$	0.08	$	0.09
Discontinued operations										Discontinued operations	—		0.81		0.05		1.45
Basic net income per share										Basic net income per share	$	0.09	$	0.83	$	0.13	$	1.54
Diluted net income per share:										Diluted net income per share:
Continuing operations										Continuing operations	$	0.09	$	0.02	$	0.08	$	0.09
Discontinued operations										Discontinued operations	—		0.79		0.04		1.41
Diluted net income per share										Diluted net income per share	$	0.09	$	0.81	$	0.12	$	1.50
Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	47,847		48,707		47,981		48,492		Basic	38,349		47,582		41,497		48,048
Diluted	Diluted	47,847		48,707		49,153		49,373		Diluted	39,201		48,690		42,515		49,220

Comprehensive income (loss):										Comprehensive income (loss):
Net income										Net income	$	3,581	$	39,425	$	5,254	$	74,045
Other comprehensive loss, net of tax										Other comprehensive loss, net of tax	(12,061)		—		(12,061)		—
Comprehensive income (loss)										Comprehensive income (loss)	$	(8,480)	$	39,425	$	(6,807)	$	74,045

See accompanying notes.

Avantax, Inc. | Q2 2023 Form 10-Q 6

AVANTAX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited) (In thousands)


								Accumulated other comprehensive loss
	Common stock			Additional paid-in capital		Accumulated deficit				Treasury stock
	Shares	Amount								Shares	Amount		Total
Balance as of December 31, 2022	51,260	$	5	$	1,636,134	$	(829,542)	$	—	3,181	$	(63,399)	$	743,198
Common stock issued pursuant to stock incentive and employee stock purchase plans	307	—		1,135		—		—		—	—		1,135
Stock repurchases	—	—		—		—		—		9,291	(279,562)		(279,562)
Retirement of common stock	(8,333)	(1)		(254,538)		—		—		(8,333)	254,539		—
Stock-based compensation	—	—		4,714		—		—		—	—		4,714
Tax payments from shares withheld for equity awards	—	—		(3,114)		—		—		—	—		(3,114)
Net income	—	—		—		1,673		—		—	—		1,673
Balance as of March 31, 2023	43,234	4		1,384,331		(827,869)		—		4,139	(88,422)		468,044
Common stock issued pursuant to stock incentive and employee stock purchase plans	229	—		1,506		—		—		—	—		1,506
Stock repurchases	—	—		—		—		—		2,206	(51,624)		(51,624)

Stock-based compensation	—	—		2,910		—		—		—	—		2,910
Tax payments from shares withheld for equity awards	—	—		(1,156)		—		—		—	—		(1,156)
Other comprehensive loss, net of tax	—	—		—		—		(12,061)		—	—		(12,061)
Net income	—	—		—		3,581		—		—	—		3,581
Balance as of June 30, 2023	43,463	$	4	$	1,387,591	$	(824,288)	$	(12,061)	6,345	$	(140,046)	$	411,200


								Accumulated other comprehensive loss
	Common stock			Additional paid-in capital		Accumulated deficit				Treasury stock
	Shares	Amount								Shares	Amount		Total
Balance as of December 31, 2021	50,137	$	5	$	1,619,805	$	(1,249,789)	$	—	1,306	$	(28,399)	$	341,622
Common stock issued pursuant to stock incentive and employee stock purchase plans	247	—		96		—		—		—	—		96
Stock repurchases	—	—		—		—		—		1,645	(30,537)		(30,537)
Stock-based compensation	—	—		4,641		—		—		—	—		4,641
Tax payments from shares withheld for equity awards	—	—		(1,569)		—		—		—	—		(1,569)

Net income	—	—		—		34,620		—		—	—		34,620
Balance as of March 31, 2022	50,384	5		1,622,973		(1,215,169)		—		2,951	(58,936)		348,873
Common stock issued pursuant to stock incentive and employee stock purchase plans	537	—		2,402		—		—		—	—		2,402
Stock repurchases	—	—		—		—		—		230	(4,463)		(4,463)
Stock-based compensation	—	—		3,683		—		—		—	—		3,683
Tax payments from shares withheld for equity awards	—	—		(467)		—		—		—	—		(467)

Net income	—	—		—		39,425		—		—	—		39,425
Balance as of June 30, 2022	50,921	$	5	$	1,628,591	$	(1,175,744)	$	—	3,181	$	(63,399)	$	389,453

See accompanying notes.

~~Blucora,~~Avantax, Inc. | ~~Q3 2022 Form 10-Q 6~~

~~BLUCORA, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY~~

~~(Unaudited) (In thousands)~~

Common stock Additional paid-in capital Accumulated deficit Treasury stock
Shares Amount Shares Amount Total
Balance as of December 31, 2021 50,137 $ 5 $ 1,619,805 $ (1,249,789) 1,306 $ (28,399) $ 341,622
Common stock issued pursuant to stock incentive and employee stock purchase plans 247 — 96 — — — 96
Stock repurchases — — — — 1,645 (30,537) (30,537)
Stock-based compensation — — 4,641 — — — 4,641
Tax payments from shares withheld for equity awards — — (1,569) — — — (1,569)
Net income — — — 34,620 — — 34,620
Balance as of March 31, 2022 50,384 $ 5 $ 1,622,973 $ (1,215,169) 2,951 $ (58,936) $ 348,873
Common stock issued pursuant to stock incentive and employee stock purchase plans 537 — 2,402 — — — 2,402
Stock repurchases — — — — 230 (4,463) (4,463)
Stock-based compensation — — 3,683 — — — 3,683
Tax payments from shares withheld for equity awards — — (467) — — — (467)
Net income — — — 39,425 — — 39,425
Balance as of June 30, 2022 50,921 $ 5 $ 1,628,591 $ (1,175,744) 3,181 $ (63,399) $ 389,453
Common stock issued pursuant to stock incentive and employee stock purchase plans 34 — 307 — — — 307
Stock-based compensation — — 3,725 — — — 3,725
Tax payments from shares withheld for equity awards — — (54) — — — (54)
Net loss — — — (21,841) — — (21,841)
Balance as of September 30, 2022 50,955 $ 5 $ 1,632,569 $ (1,197,585) 3,181 $ (63,399) $ 371,590
Common stock Additional paid-in capital Accumulated deficit Treasury stock
Shares Amount Shares Amount Total
Balance as of December 31, 2020 49,483 $ 5 $ 1,598,230 $ (1,257,546) 1,306 $ (28,399) $ 312,290
Common stock issued pursuant to stock incentive and employee stock purchase plans 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) 1,306 $ (28,399) $ 344,654
Common stock issued pursuant to stock incentive and employee stock purchase plans 347 — 1,989 — — — 1,989
Stock-based compensation — — 4,720 — — — 4,720
Tax payments from shares withheld for equity awards — — (464) — — — (464)
Net income — — — 31,608 — — 31,608
Balance as of June 30, 2021 49,962 $ 5 $ 1,609,193 $ (1,198,292) 1,306 $ (28,399) $ 382,507
Common stock issued pursuant to stock incentive and employee stock purchase plans 63 — 328 — — — 328
Stock-based compensation — — 4,387 — — — 4,387
Tax payments from shares withheld for equity awards — — (284) — — — (284)
Net loss — — — (27,803) — — (27,803)
Balance as of September 30, 2021 50,025 $ 5 $ 1,613,624 $ (1,226,095) 1,306 $ (28,399) $ 359,135

~~See accompanying notes.~~

~~Blucora, Inc.~~ | ~~Q3 2022~~Q2 2023 Form 10-Q 7

~~BLUCORA,~~AVANTAX, 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


	Six Months Ended June 30,
	2023		2022
Operating activities:
Net income	$	5,254	$	74,045
Less: Income from discontinued operations, net of income taxes	1,921		69,646
Income from continuing operations	3,333		4,399
Adjustments to reconcile income from continuing operations to net cash from operating activities:
Depreciation and amortization of acquired intangible assets	19,745		18,178
Stock-based compensation	11,093		9,818
Change in the fair value of acquisition-related contingent consideration	—		(5,320)


Reduction of right-of-use lease assets	805		715
Deferred income taxes	(858)		(1,023)
Amortization of debt discount and issuance costs	440		—


Accretion of lease liabilities	948		1,020

Other non-cash items	2,739		2,575
Changes in operating assets and liabilities, net of acquisitions and disposals:

Accounts receivable, net	(992)		4,430
Commissions and advisory fees receivable	(1,326)		3,859

Prepaid expenses and other current assets	(14,531)		(2,333)
Other long-term assets	(5,406)		(8,816)
Accounts payable	(5,359)		(4,178)
Commissions and advisory fees payable	1,054		(4,316)
Lease liabilities	(2,620)		(2,491)
Deferred revenue	617		(443)
Accrued expenses and other current and long-term liabilities	(84,901)		(1,166)
Net cash provided (used) by operating activities from continuing operations	(75,219)		14,908
Investing activities:
Purchases of property, equipment, and software	(5,499)		(9,019)

Asset acquisitions	(5,451)		(1,858)



Net cash used by investing activities from continuing operations	(10,950)		(10,877)
Financing activities:
Proceeds from credit facilities, net of debt discount and issuance costs	261,543		—
Payments on credit facilities	(1,688)		(906)
Acquisition-related fixed and contingent consideration payments	(287)		(98)

Stock repurchases	(328,119)		(35,000)


Proceeds from issuance of stock through employee stock purchase plan	1,584		2,324
Proceeds from stock option exercises	1,057		174
Tax payments from shares withheld for equity awards	(4,270)		(2,036)
Net cash used by financing activities from continuing operations	(70,180)		(35,542)
Net cash used by continuing operations	(156,349)		(31,511)
Net cash provided by operating activities from discontinued operations	—		32,980
Net cash provided (used) by investing activities from discontinued operations	2,212		(2,771)
Net cash provided by financing activities from discontinued operations	—		—
Net cash provided by discontinued operations	2,212		30,209

Net decrease in cash and cash equivalents	(154,137)		(1,302)
Cash and cash equivalents, beginning of period	263,928		100,629
Cash and cash equivalents, end of period	$	109,791	$	99,327

Supplemental cash flow information:

Cash paid for income taxes	$	97,420	$	1,958
Cash paid for interest	$	6,041	$	14,301

See accompanying notes.

~~Blucora,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 8

~~BLUCORA,~~AVANTAX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Description of the Business

~~Blucora,~~Avantax, Inc. (the “Company,” “Avantax,” “~~Blucora,” “we,” “our,~~we,” or “~~us”~~our,”or“us”) ~~operates two primary businesses: the Wealth Management~~is a leading provider of integrated tax-intelligent wealth management services and software, assisting consumers, small business owners, tax professionals, financial professionals, and ~~the digital Tax Software business.~~certified public accounting (

~~Wealth Management~~

“CPA”) firms. Our ~~Wealth Management business consists~~integrated tax-intelligent wealth management services consist of the operations of Avantax Wealth Management and Avantax Planning ~~Partners (collectively, the~~ ~~“Wealth Management business”~~ ~~or the~~ ~~“Wealth Management segment”~~).Partners.

Avantax Wealth Management provides ~~tax-focused~~tax-intelligent wealth management solutions for financial professionals, tax professionals, ~~certified public accounting (“CPA”~~)CPA firms, and their clients. Avantax Wealth Management offers its services through its registered broker-dealer, which is a leading U.S. tax-focused independent broker-dealer, registered investment advisor (“RIA”), and insurance agency ~~subsidiaries and is a leading U.S. tax-focused independent broker-dealer.~~subsidiaries. Avantax Wealth Management works with a nationwide network of financial professionals that operate as independent contractors. Avantax Wealth Management provides these financial professionals with an integrated platform of technical, practice, compliance, operations, sales, and product support tools that enable them to offer ~~tax-advantaged~~tax-intelligent planning, investing, and wealth management services to their clients.

Divestiture of Tax Software Business

On October 31, 2022, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with TaxAct Holdings, Inc. (f/k/a Avantax ~~Planning Partners formerly operated as Honkamp Krueger Financial Services,~~Holdings, Inc.), a Delaware corporation and a direct subsidiary of Avantax, Franklin Cedar Bidco, LLC, a Delaware limited liability company (the “Buyer”), and, solely for purposes of certain provisions thereof, DS Admiral Bidco, LLC, a Delaware limited liability company, pursuant to which we sold our former tax software business to Buyer for an aggregate purchase price of $720.0 million in cash, subject to customary purchase price adjustments set forth in the Purchase Agreement (the “TaxAct Sale”). This transaction subsequently closed on December 19, 2022.

In accordance with ASC 205 (“~~HKFS”~~ASC 205”)~~. We acquired HKFS in July 2020 (the~~, ~~“HKFS Acquisition”~~Presentation of Financial Statements), we determined that the sale of our tax software business represented a strategic shift that will have a major effect on our operations and ~~subsequently rebranded it in order to create tighter brand alignment through one common and recognizable brand. Any reference to Avantax Planning Partners in this Form 10-Q is inclusive of HKFS.~~

~~Tax Software~~

~~Our Tax Software business consists~~financial results. As a result of the TaxAct Sale, the historical results of our former tax software business, and any adjustments to amounts previously reported in discontinued operations ~~of TaxAct, Inc. (“TaxAct,”~~in a prior period (if applicable) have been reclassified as a discontinued operation and are excluded from continuing operations for all periods presented within the condensed consolidated financial statements.~~“Tax Software business,”~~ ~~or the~~ ~~“Tax Software segment”) and provides digital tax preparation services and ancillary services for consumers, small business owners, and tax professionals through its website www.TaxAct.com and its mobile applications.~~

Our Tax Software segment is highly seasonal with a significant portion of its annual revenue typically earned in the first two quarters of the fiscal year. During the third and fourth quarters of the fiscal year, the Tax Software segment typically reports losses because revenue from the segment is minimal while core operating expenses continue.

Segments

~~We have two~~Our Chief Executive Officer is our chief operating decision maker and assesses performance and allocates resources on a consolidated basis. Given the similarities in economic characteristics between our operations and the common nature of the products, services, we currently operate in one reportable ~~segments: (1) the Wealth Management segment and (2) the Tax Software~~ segment.

Note 2: Summary of Significant Accounting Policies

Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared by us under the rules and regulations of the 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 condensed 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 conformity with accounting principles generally accepted in the United States (“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 consolidated financial

Avantax, Inc. | Q2 2023 Form 10-Q 9

statements and accompanying notes in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. Interim results are not necessarily indicative of results for a full year.

~~Blucora, Inc.~~ | ~~Q3 2022 Form 10-Q 9~~

A summary of our significant accounting policies is included in Note 2 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, ~~2021. There~~2022. Other than below, there have been no significant changes in our significant accounting policies since December 31, ~~2021.~~2022.

Derivative Financial Instruments

We primarily enter into derivative financial instruments as part of our strategy to manage our exposure to changes in interest rates. Derivative instruments represent contracts between parties that result in one party delivering cash to the other party based on a notional amount and an underlying term (such as an interest rate or index) as specified in the contract. The amount of cash delivered from one party to the other is determined based on the interaction of the notional amount of the contract with the underlying term. We do not enter into derivative instruments for any purpose other than hedging interest rate risk, and none of our derivative instruments are used for trading purposes.

We recognize derivatives as assets or liabilities on our consolidated balance sheets at their fair value in accordance with ASC 815, Derivatives and Hedging. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Currently, we have only designated derivative instruments as cash flow hedges. We may also enter into derivative contracts that are intended to economically hedge interest rate risk, even though hedge accounting does not apply or we elect not to apply hedge accounting.

To qualify for hedge accounting, concurrent with the execution of a derivative contract, we formally document our risk management objective and strategy for undertaking the hedging transaction, how the hedging instrument is expected to hedge the designated risk related to the hedged item, and the method that will be used to retrospectively and prospectively assess the hedging instrument’s effectiveness. A derivative designated as a hedging instrument must be assessed as being highly effective in offsetting the designated risk of the hedged item. Hedge effectiveness is formally assessed at inception and at least quarterly throughout the life of the designated hedging relationship.

For derivatives designated as cash flow hedging instruments, changes in fair value are initially recorded net of tax in accumulated other comprehensive income (loss) and subsequently reclassified into earnings when the hedged transaction affects earnings. Additionally, changes in the fair value of amounts excluded from the assessment of effectiveness are recorded net of tax in accumulated other comprehensive income (loss) and recognized in earnings using a straight-line amortization method over the term of instrument. Changes in fair value for derivative contracts that do not qualify for hedge accounting (or for those that we elect to not apply hedge accounting), are immediately recognized within earnings. Realized and unrealized gains and losses for derivatives are presented in the statements of comprehensive income (loss) based on the nature and use of the instrument.

We prospectively discontinue hedge accounting if it is determined that the derivative is no longer effective in offsetting the designated risk of the hedged item, the derivative is terminated prior to maturity, or the occurrence of the forecasted transaction (for a cash flow hedge) is no longer probable. When hedge accounting for a cash flow hedge is discontinued, any subsequent changes in fair value of the derivative are recognized immediately in earnings. The cumulative unrealized gain or loss related to the discontinued hedge continues to be reported in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the same manner discussed above, unless it is probable that the forecasted transaction will not occur by the end of the originally specified time period, in which case the cumulative unrealized gain or loss is reclassified into earnings immediately.

Note 3: ~~Segment Information~~Discontinued Operations

On October 31, 2022, we entered into the Purchase Agreement with the Buyer to sell our former tax software business for an aggregate purchase price of $720.0 million in cash, subject to customary purchase price adjustments set forth in the Purchase Agreement. The TaxAct Sale subsequently closed on December 19, 2022. This divestiture was considered part of our strategic shift to become a pure-play wealth management company and ~~Revenue~~

We have two reportable segments: (1) the Wealth Management segment and (2) the Tax 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, acquisition and integration costs, depreciation, amortization of acquired intangible assets, or contested proxy, transaction and other legal and consulting costswas determined to ~~the reportable segments. Such amounts are reflected~~meet discontinued operations accounting criteria under the heading “Corporate-level activity.” In addition, we do not allocate interest expense and other, net, or income taxes to the reportable segments. We do not report assets or capital expenditures by segment to the chief operating decision maker.

~~Information on reportable segments currently presented to our chief operating decision maker and a reconciliation to consolidated net income (loss) are presented below (in thousands):~~
Three Months Ended September 30, Nine Months Ended
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
ASC 205.

~~Blucora,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 10

~~Wealth Management~~During the six months ended June 30, 2023, we finalized our previously estimated closing date working capital balance, resulting in an incremental pre-tax gain of $2.5 million which is included within “Pre-tax gain on disposal” in the condensed consolidated statements of comprehensive income (loss).

The following table presents summarized information regarding certain components of income (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues	$	—	$	94,214	$	—	$	235,364
Operating expenses	—		40,435		—		123,154
Interest expense and other, net	—		(7,905)		—		(15,693)
Income from discontinued operations before gain on disposal and income taxes	—		45,874		—		96,517
Pre-tax gain on disposal	—		—		2,539		—
Income from discontinued operations before income taxes	—		45,874		2,539		96,517
Income tax expense	—		(7,296)		(618)		(26,871)
Income from discontinued operations	$	—	$	38,578	$	1,921	$	69,646

Note 4: Revenue Recognition

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

Revenues by major category ~~within the Wealth Management segment~~ and the timing of ~~Wealth Management~~ revenue recognition was as follows (in thousands):
Three Months Ended September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Recognized upon transaction:
Commission $ 17,868 $ 22,372 $ 56,373 $ 65,815
Transaction and fee 1,307 1,213 3,813 3,779
Total revenue recognized upon transaction $ 19,175 $ 23,585 $ 60,186 $ 69,594
Recognized over time:
Advisory $ 95,070 $ 103,540 $ 306,394 $ 291,167
Commission 23,920 30,589 75,905 91,382
Asset-based 21,147 5,659 33,774 16,514
Transaction and fee 5,720 5,762 17,845 17,364
Total revenue recognized over time $ 145,857 $ 145,550 $ 433,918 $ 416,427
Total Wealth Management revenue:
Advisory $ 95,070 $ 103,540 $ 306,394 $ 291,167
Commission 41,788 52,961 132,278 157,197
Asset-based 21,147 5,659 33,774 16,514
Transaction and fee 7,027 6,975 21,658 21,143
Total Wealth Management revenue $ 165,032 $ 169,135 $ 494,104 $ 486,021

~~Tax Software Revenue Recognition~~

We generate Tax Software revenue from the sale of digital tax preparation services, packaged tax preparation software, ancillary services, and multiple element arrangements that may include a combination of these items.

~~Revenues by major category within the Tax Software segment and the timing of Tax Software revenue recognition was as follows (in thousands):~~

Three Months Ended September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Recognized upon transaction:
Consumer $ 5,974 $ 4,479 $ 222,198 $ 203,891
Professional 525 370 16,473 14,626
Total revenue recognized upon transaction $ 6,499 $ 4,849 $ 238,671 $ 218,517
Recognized over time:
Consumer $ — $ — $ 64 $ —
Professional 165 190 3,293 2,331
Total revenue recognized over time $ 165 $ 190 $ 3,357 $ 2,331
Total Tax Software revenue:
Consumer $ 5,974 $ 4,479 $ 222,262 $ 203,891
Professional 690 560 19,766 16,957
Total Tax Software revenue $ 6,664 $ 5,039 $ 242,028 $ 220,848


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Recognized upon transaction:
Commission	$	18,084	$	17,881	$	36,885	$	38,505
Transaction and fee	1,079		1,262		2,012		2,506
Total revenue recognized upon transaction	$	19,163	$	19,143	$	38,897	$	41,011
Recognized over time:
Advisory	$	103,316	$	104,155	$	200,841	$	211,324
Commission	23,755		24,954		46,426		51,985
Asset-based	33,193		6,964		67,080		12,627
Transaction and fee	7,501		7,453		11,664		12,125
Total revenue recognized over time	$	167,765	$	143,526	$	326,011	$	288,061
Total revenue:
Advisory	$	103,316	$	104,155	$	200,841	$	211,324
Commission	41,839		42,835		83,311		90,490
Asset-based	33,193		6,964		67,080		12,627
Transaction and fee	8,580		8,715		13,676		14,631
Total revenue	$	186,928	$	162,669	$	364,908	$	329,072

Note 4:5: Asset Acquisitions

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we completed acquisitions ~~in our Wealth Management business~~ that met the criteria to be accounted for as asset acquisitions. Total initial purchase consideration,

~~Blucora, Inc.~~ | ~~Q3 2022 Form 10-Q 11~~

including acquisition costs and fixed deferred payments, was ~~$4.1~~$4.9 million. This purchase consideration was allocated to ~~the acquired assets, primarily customer~~client relationship intangibles. ~~Customer~~Client relationship intangibles are amortized on a straight-line basis over an amortization period of 15 years.

We are subject to variable contingent consideration payments related to our asset acquisitions that are not recognized as a liability on our condensed consolidated balance sheets until all contingencies related to the achievement of future financial targets are resolved and the consideration is payable. As of ~~September~~June 30, ~~2022,~~2023, the maximum future fixed and contingent payments associated with all prior asset acquisitions were ~~$23.7~~$27.5 million, with specified payment dates from ~~2022~~2023 through ~~2026.~~2027.

During the three months ended September 30, 2022, variable contingent consideration related to prior asset acquisitions became payable for approximately $1.5 million, which is included within the $23.7 million discussed above. This accrued consideration is within customer relationship intangibles and is expected to be paid during the fourth quarter of 2022.

Avantax, Inc. | Q2 2023 Form 10-Q 11

Note 5:6: Debt

Our debt consisted of the following as of the periods indicated in the table below (in thousands):
September 30,
2022 December 31,
2021
Senior Secured Credit Facility
Principal outstanding $ 525,438 $ 561,344
Unamortized debt issuance costs (2,289) (3,371)
Unamortized debt discount (2,055) (3,027)
Net carrying value $ 521,094 $ 554,946


	June 30, 2023		December 31, 2022
	Delayed Draw Term Loan Facility
Principal outstanding	$	268,313	$	—
Unamortized debt issuance costs	(5,505)		—
Unamortized debt discount	(1,284)		—
Net carrying value	$	261,524	$	—

In May 2017, we entered into a credit agreement (as the same has been amended, the “Credit Agreement”) with a syndicate of lenders, ~~that provides~~which provided for a term loan facility ~~(the~~ ~~“Term Loan”~~) and a revolving line of credit (including a letter of credit sub-facility) ~~(the~~ ~~“Revolver”~~) for working capital, capital expenditures, and general business ~~purposes (as~~purposes. Subject to the terms of the Credit Agreement, we repaid the remaining principal amount outstanding under the Credit Agreement in connection with the TaxAct Sale in the fourth quarter of 2022.

On January 24, 2023 (the “Closing Date”), we entered into a restatement agreement (the “Amended and Restated Credit Agreement”), which amended ~~the~~and restated in its entirety our previous Credit Agreement. The Amended and Restated Credit Agreement provides for a new delayed draw term loan facility up to a maximum principal amount of $270.0 million (the “~~Senior Secured~~Delayed Draw Term Loan Facility”) and a revolving credit facility with a commitment amount of $50.0 million (the “Revolving Credit Facility”). ~~The~~We may borrow term loans under the Delayed Draw Term Loan ~~has a~~Facility (the “Term Loans”) until January 24, 2024. The stated maturity date of ~~May 22, 2024~~the Delayed Draw Term Loan Facility and the Revolving Credit Facility is January 24, 2028 (the “~~Term Loan~~ Maturity Date”). The proceeds of any Term Loans may be used to fund shareholder distributions and for general corporate purposes. The proceeds of any loans under the Revolving Credit Facility may be used to finance working capital needs and for general corporate purposes. On ~~April 26, 2021, to ensure adequate liquidity and flexibility to support~~February 24, 2023, we borrowed $170.0 million under the ~~Company’s growth,~~Delayed Draw Term Loan Facility. During the second quarter of 2023, we ~~entered into Amendment No. 5 to~~borrowed the ~~Credit Agreement (the~~ ~~“Credit Agreement Amendment”). Pursuant to~~remaining $100.0 million available under 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~~ ~~“New Revolver Maturity Date”~~).Delayed Draw Term Loan Facility.

~~The Company~~We capitalized approximately ~~$0.5~~$8.5 million of debt discount and issuance costs ~~paid~~ in connection with the Amended and Restated Credit ~~Agreement Amendment, which~~Agreement. A portion of these costs were allocated to the Revolving Credit Facility and are included in other long-term assets on the Company’s condensed consolidated balance ~~sheets as part of the total deferred financing costs associated with the New Revolver.~~sheets.

As of ~~September~~June 30, ~~2022,~~2023, we had ~~$525.4~~$268.3 million in principal amount outstanding under the Delayed Draw Term Loan Facility and no amounts outstanding under the ~~New Revolver. Based on aggregate loan commitments as~~Revolving Credit Facility. As of ~~September~~June 30, ~~2022, approximately $90.0~~2023, $50.0 million was available for future borrowings under the ~~Senior Secured~~Revolving Credit Facility, subject to customary terms and conditions. Subject to certain conditions set forth in the Amended and Restated Credit Agreement, we may borrow, prepay, and reborrow under the Revolving Credit Facility and terminate or reduce the Lenders’ commitments at any time prior to the Maturity Date.

~~The Company is~~We are required to make ~~mandatory~~quarterly principal amortization payments on the Delayed Draw Term Loan Facility on the last business day of each fiscal quarter, beginning with the last business day of June 2023. These payments will amortize in equal quarterly installments based on the following aggregate annual amounts (expressed as a percentage of the principal amount of Term Loans borrowed): 2.5% during the first year ended December 31, 2023, 5% during years two and three, 7.5% during year four, and 10% during year five. Any remaining Term Loans outstanding are due on the Maturity Date.

Commencing with the first year ending December 31, 2023, we may be required to make annual prepayments on the Term ~~Loan~~Loans in ~~certain circumstances, including in the event that the Company generates~~an amount equal to a percentage of 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. In addition, the Company is required to make principal amortization payments on the Term Loan quarterly on the last business day of each March, June, September,Amended and December, in an amount equal to approximately $0.5 million (subject to reduction for prepayments), with the remaining principal amount of the Term Loan due on the Term Loan Maturity Date. On August 5, 2022, and as provided for within our Senior Secured Credit Facility, we voluntarily prepaid $35.0 million of principal outstanding under our Term Loan. At our election, this prepayment was first applied to the remaining quarterly principal amortization payments due on the Term Loan, with the remaining amount applied to the principal amount due at the Term Loan Maturity Date. In connection with this prepayment, we recorded a $0.2 million loss on extinguishment of debt for the proportionate amount of unamortized debt issuance costs and debt discount associated with the principal repaid. This loss is included within “Interest expense and other, net” of the condensed consolidated statements of operations.

~~Blucora, Inc.~~ | ~~Q3 2022 Form 10-Q 12~~

The interest rate on the Term Loan is variable at the London Interbank Offered Rate (subject to a floor of 1.0%), plus the applicable interest rate margin of 4.0% for Eurodollar Rate Loans (as defined in the Credit Agreement) and 3.0% for ABR Loans (as defined in theRestated Credit Agreement). AsThe percentage of ~~September 30, 2022, the applicable interest rate~~Excess Cash Flow ranges from 0% to 50% depending on ~~the Term Loan was 6.3%. Depending on the~~our Consolidated First Lien Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement). We may voluntarily prepay the Term Loans in whole or in part without premium or penalty.

Subject to customary reference rate availability provisions, the borrowings under the Amended and Restated Credit Agreement will bear interest at a rate per annum equal to (i) the Term SOFR Rate (as defined in the Amended and Restated Credit Agreement, and which includes a 0.10% credit spread adjustment) plus a margin ranging from 2.25% to 2.75% (which margin would be 2.75% as of the Closing Date), ~~the applicable interest~~or (ii) a base rate ~~margin~~based on the ~~New Revolver ranges~~highest of the Wall Street Journal prime rate, the federal funds rate plus 0.50% and the Term SOFR (as defined in the Amended and Restated Credit Agreement, and which includes a 0.10% credit spread adjustment) rate plus

Avantax, Inc. | Q2 2023 Form 10-Q 12

1.00%, in each case plus a margin ranging from ~~2.0%~~1.25% to ~~2.5% for Eurodollar Rate Loans and 1.0% to 1.5% for ABR Loans.~~1.75% (which margin would be 1.75% as of the Closing Date). The ~~Company~~margin is ~~required to pay a commitment fee~~determined based on the ~~undrawn commitment under the New Revolver in a percentage that is dependent on the~~Company’s Consolidated First Lien Net Leverage Ratio ~~that ranges~~(as defined in the Amended and Restated Credit Agreement). We are required to pay a quarterly commitment fee on the daily amount of the undrawn portion of the revolving commitments under the Revolving Credit Facility ranging from 0.35% to ~~0.4%~~0.45%. Interest is payable at the end of each interest period, typically quarterly.

~~Obligations~~The obligations of the Company under the ~~Senior Secured~~Amended and Restated Credit ~~Facility~~Agreement are ~~guaranteed~~secured by ~~certain~~a first-priority security interest in substantially all of the ~~Company’s subsidiaries~~existing and ~~secured by substantially all the assets~~future personal property of the Company and certain of its subsidiaries (including certain subsidiaries acquired in the acquisition of Avantax Planning Partners 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.subsidiaries.

Pursuant to the Amended and Restated 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~~we shall not permit (i) the Consolidated Total Net Leverage Ratio (as defined in the Amended and Restated 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~~between March 31, 2023 and ~~ending on December 31, 2022, and (iv) 3.50~~June 30, 2024, or 3.75 to 1.00 ~~for~~between July 1, 2024 and the ~~period beginning~~Maturity Date, (ii) the Consolidated Fixed Charge Coverage Ratio (as defined in the Amended and Restated Credit Agreement) to be less than 1.25 to 1.00 or (iii) Liquidity (as defined in the Amended and Restated Credit Agreement) on ~~January 1, 2023 and ending on February 21, 2024.~~

~~Except as described above,~~ the ~~New Revolver has substantially the same terms as the previous Revolver, including certain covenants and events~~last day of ~~default.~~any fiscal quarter to be less than $50 million. The Company was in compliance with the debt covenants of the ~~Senior Secured~~Amended and Restated Credit ~~Facility~~Agreement as of ~~September~~June 30, ~~2022.~~2023.

Note 6:7: Leases

Our leases are primarily related to office space and are classified as operating leases. Operating lease cost, net of sublease income, is recognized in “General and administrative” expense for those net costs related to leases used in our operations and within “Acquisition and integration” expense for those net costs related to an unoccupied lease assumed in a previous acquisition on the condensed consolidated statements of ~~operations.~~comprehensive income (loss).

During the three and six months ended June 30, 2023, and in connection with the TaxAct Sale, we began subleasing a portion of our corporate headquarters in Dallas, Texas. This sublease was classified as an operating lease at inception, with sublease income recognized on a straight-line basis over the five-year sublease term.

Operating lease cost, net of sublease income, and cash paid on operating lease liabilities for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 were as follows (in thousands):
Three Months Ended September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Fixed lease cost $ 965 $ 1,001 $ 2,885 $ 3,254
Variable lease cost 258 462 1,023 707
Operating lease cost, before sublease income 1,223 1,463 3,908 3,961
Sublease income (235) (116) (703) (348)
Total operating lease cost, net of sublease income $ 988 $ 1,347 $ 3,205 $ 3,613
Additional lease information:
Cash paid on operating lease liabilities $ 1,297 $ 602 $ 3,788 $ 1,047
Lease liabilities obtained from new right-of-use assets $ 262 $ — $ 390 $ 93

~~Blucora, Inc.~~ | ~~Q3 2022 Form 10-Q 13~~


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fixed lease cost	$	974	$	947	$	1,936	$	1,920
Variable lease cost	340		363		748		765
Operating lease cost, before sublease income	1,314		1,310		2,684		2,685
Sublease income	(479)		(234)		(958)		(468)
Total operating lease cost, net of sublease income	$	835	$	1,076	$	1,726	$	2,217

Additional lease information:
Cash paid on operating lease liabilities	$	1,312	$	1,262	$	2,619	$	2,491
Lease liabilities obtained from new right-of-use assets	$	—	$	128	$	—	$	128

Right-of-use assets and operating lease liabilities were recorded on the condensed consolidated balance sheets as follows (in thousands):


		September 30, 2022			December 31, 2021				June 30, 2023			December 31, 2022
Right-of-use assets, net	Right-of-use assets, net	$	19,753		$	20,466		Right-of-use assets, net	$	18,556		$	19,361

Current lease liabilities	Current lease liabilities	$	5,112		$	4,896		Current lease liabilities	$	5,177		$	5,139
Long-term lease liabilities	Long-term lease liabilities	31,176			33,267			Long-term lease liabilities	28,622			30,332
Total operating lease liabilities	Total operating lease liabilities	$	36,288		$	38,163		Total operating lease liabilities	$	33,799		$	35,471

Weighted-average remaining lease term (in years)	Weighted-average remaining lease term (in years)	9.7			10.3			Weighted-average remaining lease term (in years)	9.1			9.4
Weighted-average discount rate	Weighted-average discount rate	5.4		%	5.4		%	Weighted-average discount rate	5.5		%	5.5		%

Avantax, Inc. | Q2 2023 Form 10-Q 13

The maturities of our operating lease liabilities as of ~~September~~June 30, ~~2022~~2023 were as follows (in thousands):


Undiscounted cash flows:	Undiscounted cash flows:			Undiscounted cash flows:
Remainder of 2022		$	1,307
2023		5,289
Remainder of 2023				Remainder of 2023	$	2,670
2024	2024	5,184		2024	5,184
2025	2025	5,086		2025	5,086
2026	2026	4,256		2026	4,256
2027				2027	3,858
Thereafter	Thereafter	26,172		Thereafter	22,315
Total undiscounted cash flows	Total undiscounted cash flows	47,294		Total undiscounted cash flows	43,369
Imputed interest	Imputed interest	(11,006)		Imputed interest	(9,570)
Present value of cash flows	Present value of cash flows	$	36,288	Present value of cash flows	$	33,799

Note 7:8: Balance Sheet Components

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


		September 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Prepaid expenses	Prepaid expenses	$	10,640	$	13,138	Prepaid expenses	$	22,499	$	7,857

Forgivable loans	Forgivable loans	5,670		4,316		Forgivable loans	6,023		5,951
Other current assets	Other current assets	3,360		1,022		Other current assets	1,532		1,219
Total prepaid expenses and other current assets	Total prepaid expenses and other current assets	$	19,670	$	18,476	Total prepaid expenses and other current assets	$	30,054	$	15,027

Accrued expenses and other current liabilities consisted of the following (in thousands):
September 30, 2022 December 31, 2021
Salaries and related benefit expenses $ 20,446 $ 26,417
HKFS Contingent Consideration liability (1)
— 28,300
Accrued legal costs 996 2,871
Accrued vendor and advertising costs 4,812 3,777
Accrued taxes 2,785 —
Accrued fixed and variable acquisition consideration 2,414 837
Other 2,495 3,476
Total accrued expenses and other current liabilities $ 33,948 $ 65,678
~~__________________________~~


	June 30, 2023		December 31, 2022
Salaries and related benefit expenses	$	12,891	$	17,481



Accrued legal costs	2,897		1,102
Accrued vendor and advertising costs	1,411		2,726
Accrued taxes	5,076		85,965
Accrued fixed and variable acquisition consideration	1,139		897
Accrued cash-settled stock-based compensation	6,783		2,121
Interest rate derivatives	8,517		—
Other	2,218		920
Total accrued expenses and other current liabilities	$	40,932	$	111,212

~~(1)For more information on~~Other long-term liabilities consisted of the ~~Company’s contingent liabilities, see "Note 8—Commitments and Contingencies."~~following (in thousands):


	June 30, 2023		December 31, 2022
Deferred compensation	$	12,235	$	7,974
Accrued cash-settled stock-based compensation	3,864		7,556
Accrued tax positions	4,099		3,616
Interest rate derivatives	8,309		—
Other	2,943		3,330
Other long-term liabilities	$	31,450	$	22,476

~~Blucora,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 14

Note 8:9: Commitments and Contingencies

~~HKFS Contingent Consideration Liability~~TaxAct Indemnification Obligations

~~On July 1, 2020,~~In connection with the TaxAct Sale, we ~~closed~~have certain indemnification obligations to the ~~acquisition~~Buyer, TaxAct Holdings, Inc. and their respective affiliates and representatives with respect to certain losses actually incurred or suffered as a result of ~~Avantax Planning Partners, formerly “HKFS”,~~any claim, action, suit, or proceeding against such indemnitees arising out of or relating to the use by us or any of our affiliates in the tax software business of website tracking and analytics technologies prior to the closing of the TaxAct Sale. Such indemnification obligations terminate on December 19, 2027 and may not exceed $5.4 million ($1.0 million of which is allocable to the deductible under our insurance policies). We believe that applicable insurance policies will cover all or a substantial portion of any claims made by the Buyer under such indemnification obligations. The current carrying amount of the liability for ~~an upfront cash purchase price~~these indemnification obligations is approximately $0.9 million as of ~~$104.4 million. The purchase price was subject to variable contingent consideration, or earn-out payments (the~~ ~~“HKFS Contingent Consideration”) totaling a maximum of $60.0 million.~~

~~The amounts owed for the HKFS Contingent Consideration were determined based on advisory asset levels (i) for the period beginning July 1, 2020 and ending~~ June 30, ~~2021~~2023 and (ii) for the period beginning July 1, 2021 and ending June 30, 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 on April 7, 2020, June 30, 2020, and June 29, 2021) (the~~ ~~“HKFS Purchase Agreement”), the maximum aggregate amount that we were required to pay for each earn-out period was $30.0 million. If the asset market values~~is included within “Other long-term liabilities” on the ~~applicable measurement date fell below certain specified thresholds, no payment of consideration was owed to the Sellers for such period.~~

Based on advisory asset levels for each earn-out period, we paid the full $30.0 million to the Sellers in the third quarter of 2021 for the first earn-out, and $23.0 million in the third quarter of 2022 for the second earn-out. There are no remaining contingent payments due to the Sellers as of September 30, 2022. For additional information on the valuation of the HKFS Contingent Consideration liability, see "Note 9—Fair Value Measurements."condensed consolidated balance sheets.

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 that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Although we believe that resolving such claims, individually or in aggregate, will not have a material adverse impact on our financial statements, these matters are subject to inherent uncertainties.

We are not currently a party to any such matters for which we have recognized a material liability on our condensed consolidated balance sheet as of ~~September~~June 30, ~~2022.~~2023.

We have entered into indemnification agreements in the ordinary course of business with our officers and directors. Pursuant to these agreements, we may be obligated to advance payment of legal fees and costs incurred by the defendants pursuant to our obligations under these indemnification agreements and applicable Delaware law.

Avantax, Inc. | Q2 2023 Form 10-Q 15

Note 9:10: Fair Value Measurements

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.

~~Blucora, Inc.~~ | ~~Q3 2022 Form 10-Q 15~~

Assets and Liabilities Measured on a Recurring Basis

The fair value hierarchy of our financial assets and liabilities carried at estimated fair value and measured on a recurring basis were as follows (in thousands):
Fair value measurements at the reporting date using
September 30, 2022 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 $ 4,327 $ 4,327 $ — $ —
Deferred compensation assets 4,292 4,292 — —
Total assets at fair value $ 8,619 $ 8,619 $ — $ —
HKFS Contingent Consideration liability $ — $ — $ — $ —
Deferred compensation liabilities 4,292 4,292 — —
Total liabilities at fair value $ 4,292 $ 4,292 $ — $ —
Fair value measurements at the reporting date using
December 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 $ 4,293 $ 4,293 $ — $ —
Total assets at fair value $ 4,293 $ 4,293 $ — $ —
HKFS Contingent Consideration liability $ 28,300 $ — $ — $ 28,300
Total liabilities at fair value $ 28,300 $ — $ — $ 28,300


			Fair value measurements at the reporting date using
	June 30, 2023		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	$	216	$	216	$	—	$	—

















Deferred compensation assets	12,710		12,710		—		—
Total assets at fair value	$	12,926	$	12,926	$	—	$	—

Deferred compensation liabilities	$	12,710	$	12,710	$	—	$	—
Interest rate derivatives	16,814		—		16,814		—
Total liabilities at fair value	$	29,524	$	12,710	$	16,814	$	—


			Fair value measurements at the reporting date using
	December 31, 2022		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	$	4,369	$	4,369	$	—	$	—
Deferred compensation assets	7,974		7,974		—		—
Total assets at fair value	$	12,343	$	12,343	$	—	$	—


Deferred compensation liabilities	$	7,974	$	7,974	$	—	$	—
Total liabilities at fair value	$	7,974	$	7,974	$	—	$	—

Cash equivalents are classified within Level 1 of the fair value hierarchy because we value them utilizing quoted prices in active markets.

We offer non-qualified deferred compensation plans to our executive officers, board of directors, and certain independent financial professionals. Participants in these plans direct the investment of their accounts among the available investment options, which are generally the same as those available under our 401(k) plan. We have elected to fund these obligations through a rabbi trust which mirrors the investment elections made by participants. The assets in the rabbi trust are held for the purpose of satisfying our obligations to participants, however, remain subject to the claims of our creditors in the event we become insolvent. Our obligations and corresponding investments held under these non-qualified deferred compensation plans primarily consist of money market and mutual funds and are classified within Level 1 of the fair value hierarchy because we value them utilizing quoted prices in active markets. These investments, and the corresponding deferred compensation liabilities, are primarily included within “Other long-term assets” and “Other long-term ~~liabilities”,~~liabilities,” respectively, on the condensed consolidated balance sheets.

The HKFS Contingent Consideration liability relates to post-closing earn-out payments resulting from the acquisition of Avantax Planning Partners, formerly “HKFS” (see “Note 8—Commitments and Contingencies”). The final value of the second earn-out was $23.0 million as of June 30, 2022 (the measurement date for the second earn-out payment) and was paid during the third quarter of 2022. Prior to this measurement date, the estimated fair value of the HKFS Contingent Consideration liability was determined using a Monte Carlo simulation model and certain Level 3 inputs previously disclosed within our Annual Report on Form 10-K for the year ended December 31, 2021. The HKFS Contingent Consideration liability was previously included in “Accrued expenses and other current liabilities” on the condensed consolidated balance sheets.

~~Blucora,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 16

~~A roll forward of the HKFS Contingent Consideration liability is as follows (in thousands):~~


	~~HKFS Contingent Consideration liability~~



~~Balance as of December 31, 2020~~	$	~~35,900~~
~~Change in fair value~~	~~22,400~~
~~HKFS Contingent Consideration first earn-out payment~~	~~(30,000)~~
~~Balance as of December 31, 2021~~	~~28,300~~
~~Change in fair value~~	~~(5,320)~~
~~HKFS Contingent Consideration second earn-out payment~~	~~(22,980)~~
~~Balance as of September 30, 2022~~	$	—

~~Changes in~~We utilize a third-party pricing service to estimate the fair value of ~~this contingent consideration~~our derivative financial instruments. Fair value is estimated using industry standard valuation models that primarily rely on observable market inputs, including daily simple secured overnight financing rates (“SOFR”) overnight index swap rate curves, SOFR swap rate curves, and volatility. Credit valuation adjustments are ~~reflected~~incorporated in ~~“Acquisition~~the fair values to reflect nonperformance risk for both the Company and ~~integration” on~~our counterparties. Although we have determined that the ~~condensed consolidated statements~~majority of ~~operations.~~the inputs used to value these derivative instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments utilize Level 3 inputs, such as estimates of current credit spreads. We have determined that the impact of the credit valuation adjustments is not significant to the overall valuation of these derivatives. As a result, we have classified our derivative financial instruments in Level 2 of the fair value hierarchy.

Fair Value of Financial Instruments

We consider the carrying values of accounts receivable, commissions receivable, other receivables, prepaid expenses, other current assets, financial professional loans, 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 ~~September~~June 30, ~~2022,~~2023, the ~~Term Loan’s~~ principal amount outstanding for our Delayed Draw Term Loan Facility was ~~$525.4~~$268.3 million. The principal amount outstanding approximated its fair value as it is a variable rate instrument, and its applicable margin is consistent with current market conditions.

Note 11: Derivative Financial Instruments

We primarily enter into derivative financial instruments as part of our strategy to manage our exposure to changes in interest rates. Our objective in using interest rate derivatives is to reduce variability in the future cash flows we earn from our cash sweep program by limiting our exposure to changes in our contractually specified rate, which is primarily tied to the federal funds rate. To accomplish this objective, we currently utilize interest rate collar and interest rate cap derivative instruments. Our interest rate collar derivatives involve the payment of variable-rate amounts if interest rates rise above the cap strike rate on the contracts and receipts of fixed-rate amounts if interest rates fall below the floor strike rate on the contracts. Our interest rate cap derivatives involve the payment of variable-rate amounts if interest rates rise above the cap strike rate on the contracts. Our interest rate collar derivatives are designated and qualify as cash flow hedges, as defined in ASC 815. Our interest rate cap derivatives do not qualify for cash flow hedge accounting and are considered economic hedges. As of June 30, 2023, the total notional value of our interest rate derivatives represented approximately 64% of the ending client cash balances in our cash sweep program.

We are exposed to credit risk in the event of nonperformance of counterparties for our derivative financial instruments. We manage concentration of counterparty credit risk by limiting acceptable counterparties to major financial institutions with investment grade credit ratings, limiting the amount of credit exposure to individual counterparties and actively monitoring counterparty credit ratings. We also employ master netting arrangements which allow us to net settle positive and negative positions (assets and liabilities) arising from different transactions with the same counterparty. Although not completely eliminated, we do not consider the risk of counterparty default to be significant as a result of these protections. Further, none of our derivative financial instruments are subject to collateral or other security arrangements, nor do they contain provisions that are dependent on our credit ratings from any credit rating agency.

Avantax, Inc. | Q2 2023 Form 10-Q 17

We recognize derivative financial instruments in the condensed consolidated financial statements at fair value regardless of the purpose or intent for holding the instruments. The following table presents the gross fair value of our derivative financial instruments as of June 30, 2023 and December 31, 2022 (in thousands):


	Derivative Assets				Derivative Liabilities
	June 30,		December 31,		June 30,		December 31,
	2023		2022		2023		2022
Derivatives designated as hedging instruments under ASC 815:
Interest rate collars (1)	$	—	$	—	$	15,938	$	—

Total derivatives designated as hedging instruments under ASC 815	—		—		15,938		—

Derivatives not designated as hedging instruments under ASC 815:

Interest rate caps (1)	—		—		876		—
Total derivatives not designated as hedging instruments under ASC 815	—		—		876		—
Total Derivatives	$	—	$	—	$	16,814	$	—

______________________

(1)As of June 30, 2023, approximately $8.5 million ~~and~~of the fair value of these derivative financial instruments was recorded within “Accrued expenses and other current liabilities,” with the ~~Term Loan’s principal~~remaining balance recorded within “Other long-term liabilities” on the condensed consolidated balance sheets.

Cash Flow Hedges of Interest Rate Risk

During the second quarter of 2023, we entered into two interest rate collar derivative contracts for a total notional value of $1.5 billion. Each contract is indexed to daily simple SOFR and is a combination of a purchased floor instrument with a strike rate of 2.5% and a sold cap instrument with a strike rate of 5.5%, both of which expire on May 31, 2026. The total cost for these interest rate collars was $15.3 million, which we have elected to defer and will settle through monthly straight-line cash payments to the counterparties over the term of the instruments. This hedging strategy enables us to limit the downside risk of significant reductions to interest rates over the term of the instruments in exchange for capping the amount ~~was $520.2 million. As~~ of ~~December 31, 2021,~~our future cash flows that may be received from our cash sweep program for the ~~Term Loan’s principal~~comparable notional amount ~~was $561.3 million,~~hedged.

We designated these derivative instruments as cash flow hedges and determined that they are highly effective at achieving offsetting changes in cash flows attributable to interest rate fluctuations associated with our cash sweep program. The changes in fair value of the effective portion of these derivative instruments are initially recorded net of tax in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. These accumulated gains or losses are reclassified into “Revenue” (where the hedged transaction is recorded) on the condensed consolidated statements of comprehensive income (loss) when the hedged transaction affects earnings. We have elected to exclude the change in fair value of these derivative instruments attributable to the passage of time from the assessment of hedge effectiveness. Changes in the fair value of amounts excluded from the ~~Term Loan’s principal~~assessment of effectiveness are recorded net of tax in accumulated other comprehensive income (loss) and recognized as a reduction to “Revenue” on the condensed consolidated statements of comprehensive income (loss) using a straight-line amortization method over the term of the instruments.

Avantax, Inc. | Q2 2023 Form 10-Q 18

The table below presents the amount of gains and losses related to these derivative financial instruments and their location in the condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Gain (Loss) Recognized in OCI					Gain (Loss) Recognized in Income
Three Months Ended	June 30, 2023		June 30, 2022		Location of Gain (Loss) Recognized in Income	June 30, 2023		June 30, 2022
Interest rate collars, net of tax	$	(12,393)	$	—	Revenue	$	(332)	$	—

Six Months Ended
Interest rate collars, net of tax	$	(12,393)	$	—	Revenue	$	(332)	$	—

As of June 30, 2023, we estimate that $4.9 million of the deferred amounts recorded in accumulated other comprehensive income (loss) for our cash flow hedges will be reclassified into earnings within the next twelve months.

Gains and losses on our cash flow hedges are net of income tax benefit of $3.9 million for the three and six months ended June 30, 2023, respectively. Cash flows from these derivative instruments are included within operating activities in the condensed consolidated statements of cash flows, as our accounting policy is to present cash flows from hedging instruments in the same category as the item being hedged.

Economic Hedges of Interest Rate Risk

We also utilize interest rate cap derivatives to manage our economic exposure to interest rate movements which do not meet the hedge accounting requirements of ASC 815. During the second quarter of 2023, we sold two interest rate cap derivative contracts for a total notional value of $240.0 million. Each contract is indexed to daily simple SOFR, has a strike rate of 5.5%, and expires on May 31, 2026. These interest rate caps were sold for a total premium of $1.2 million, which have been deferred and will be settled by the counterparties through monthly straight-line cash payments over the term of the instruments. This hedging strategy enables us to offset a portion of the total cost of our interest rate collar derivatives by capping the amount of our future cash flows that may be received from our cash sweep program for the comparable notional amount hedged.

These derivative instruments are not designated for hedge accounting treatment, therefore, realized and unrealized gains or losses on the instruments are immediately recognized within “Interest expense and other, net” on the condensed consolidated statements of comprehensive income (loss). Cash flows from these derivative instruments are included within operating activities in the condensed consolidated statements of cash flows.


		Gain (Loss) Recognized in Income
Three Months Ended	Location of Gain (Loss) Recognized in Income	June 30, 2023		June 30, 2022
Interest rate caps	Interest expense and other, net	$	(842)	$	—

Six Months Ended
Interest rate caps	Interest expense and other, net	$	(842)	$	—

Avantax, Inc. | Q2 2023 Form 10-Q 19

Accumulated Other Comprehensive Income (Loss)

The table below presents a roll forward of the amounts included in accumulated other comprehensive income (loss), net of taxes, for the three and six months ended June 30, 2023 (in thousands):


	Interest Rate Collars		Deferred Taxes		Accumulated Other Comprehensive Income (Loss)
Balance as of December 31, 2022	$	—	$	—	$	—

Balance as of March 31, 2023	—		—		—
Changes in fair value	(16,377)		3,984		(12,393)
Reclassification to earnings	439		(107)		332
Balance as of June 30, 2023	$	(15,938)	$	3,877	$	(12,061)

There was ~~$559.9~~no derivative activity to report for the three and six months ended June 30, 2022.

Note 12: Stockholders' Equity

Capital Return Program

On January 27, 2023, we commenced a modified “Dutch Auction” tender offer (the “Tender Offer”) to purchase shares of our common stock for an aggregate purchase price of up to $250.0 million at a price per share not less than $27.00 and not greater than $31.00. The Tender Offer was in addition to, and separate from, the $200.0 million stock repurchase authorization discussed below. Upon the conclusion of the Tender Offer, we repurchased and subsequently retired approximately 8.3 million shares of our common stock at the purchase price of $30.00 per share, for aggregate cash consideration of $250.0 million. We incurred approximately $4.5 million for fees and expenses associated with the Tender Offer, including approximately $2.4 million for estimated excise taxes owed under the Inflation Reduction Act of 2022, which were recorded within stockholders’ equity.

Repurchased common stock that is subsequently retired is deducted from common stock for par value and from additional paid-in capital for the excess over par value. Direct costs incurred to repurchase common stock are included in the total cost of the shares.

Stock Repurchase Authorization

On December 19, 2022, we announced that our board of directors authorized the Company to repurchase up to $200.0 million of our common stock. This repurchase authorization 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 three months ended June 30, 2023, we repurchased approximately 2.2 million shares of our common stock under the stock repurchase authorization for an aggregate purchase price of approximately $51.2 million. For the six months ended June 30, 2023, we repurchased approximately 3.2 million shares of our common stock under the stock repurchase authorization for an aggregate purchase price of approximately $76.0 million. The ~~fair value~~remaining authorized amount under the stock repurchase authorization as of June 30, 2023, was approximately $124.0 million.

For the ~~Term Loan’s principal~~three months ended June 30, 2022, we repurchased approximately 0.2 million shares of our common stock under our previous stock repurchase plan for an aggregate purchase price of approximately $4.5 million. For the six months ended June 30, 2022, we repurchased approximately 1.9 million shares of our common stock under our previous stock repurchase plan for an aggregate purchase price of approximately $35.0 million.

Between July 1, 2023 and August 4, 2023, we repurchased approximately 0.4 million shares of our common stock under the stock repurchase authorization for an aggregate purchase price of approximately $9.1 million. The remaining authorized amount under the stock repurchase authorization as of August 4, 2023, was ~~based on Level 2 inputs from a third-party market quotation.~~approximately $115.0 million.

Avantax, Inc. | Q2 2023 Form 10-Q 20

Note ~~10:~~13: Interest Expense and Other, Net

“Interest expense and other, net” on the condensed consolidated statements of ~~operations~~comprehensive income (loss) consisted of the following (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Interest expense	Interest expense	$	8,771	$	7,304	$	23,166	$	21,789	Interest expense	$	4,661	$	57	$	6,192	$	81
Amortization of debt issuance costs	Amortization of debt issuance costs	403		388		1,191		1,128		Amortization of debt issuance costs	246		—		374		—
Amortization of debt discount	Amortization of debt discount	302		290		893		851		Amortization of debt discount	41		—		66		—
Total interest expense	Total interest expense	9,476		7,982		25,250		23,768		Total interest expense	4,948		57		6,632		81
Interest income and other	Interest income and other	273		313		457		434		Interest income and other	(49)		155		(1,024)		184
Transition services agreement income										Transition services agreement income	(1,043)		—		(2,646)		—
Derivative losses - interest rate caps										Derivative losses - interest rate caps	842		—		842		—

Interest expense and other, net	Interest expense and other, net	$	9,749	$	8,295	$	25,707	$	24,202	Interest expense and other, net	$	4,698	$	212	$	3,804	$	265

In connection with the TaxAct Sale, we entered into a transition services agreement with the Buyer pursuant to which we will provide the Buyer with certain transition services for an initial period ending on June 19, 2023. Under the terms of the original transition services agreement, this agreement was extended to September 19, 2023. The income from this agreement is included in the table above and largely offsets the costs incurred to provide these transition services, which are included within our operating expenses.

Note ~~11:~~14: Income Taxes

~~For 2022, our~~Our provision for income taxes in interim periods is based on our estimated annual effective tax rate. We record cumulative adjustments in the quarter in which a change in the estimated annual effective rate is determined. The estimated annual effective tax rate does not include the effects of discrete events that may occur during the year. The effect of these events, if any, is recorded in the quarter in which the event occurs.

Our effective income tax rate for the three and ~~nine~~six months ended ~~September~~June 30, 2023 differed from the 21% statutory rate primarily due to non-deductible compensation and the effect of state taxes.

We recorded an income tax benefit of $4.1 million and $21.0 million for the three and six months ended June 30, 2022, respectively. Our effective tax rate for the three and ~~September~~six months ended June 30, ~~2021~~2022 differed from the 21% statutory rate primarily due to the release ofin our valuation ~~allowances~~allowance and the effect of state income taxes. We maintain a valuation allowance for federal net operating loss carryforwards that we have concluded it is more likely than not that the related deferred tax benefits will not be realized. This valuation allowance does not prevent us from utilizing unexpired net operating losses to offset taxable income in future periods. The majority of these net operating losses will either be utilized or expire between 2022 and 2024.

~~Blucora, Inc.~~ | ~~Q3 2022 Form 10-Q 17~~

Note ~~12:~~15: Net Income ~~(Loss)~~ Per Share

“Basic net income ~~(loss)~~ per share” is calculated using the weighted average number of common shares outstanding during the applicable period. “Diluted net income ~~(loss)~~ per share” is calculated using the weighted average number of common shares outstanding plus the number of dilutive potential common shares outstanding during the applicable period. Dilutive potential common shares consist of the incremental common shares issuable upon the exercise of outstanding stock options and the vesting of outstanding ~~restricted stock units~~RSUs using the treasury stock method. Cash-settled restricted stock units are not settled in common shares and are therefore excluded from dilutive potential common shares. Dilutive potential common shares are excluded from the calculation of diluted net income ~~(loss)~~ per share if their effect is ~~antidilutive. Certain of our performance-based restricted stock units~~antidilutive, including when we report a loss from continuing operations. Performance-based RSUs are considered contingently issuable shares and are excluded from the diluted weighted average common shares outstanding computation ~~because~~if the related performance-based criteria ~~were~~are not expected to be achieved as of the end of the reporting period.

Avantax, Inc. | Q2 2023 Form 10-Q 21

The ~~calculations~~calculation of basic and diluted net income ~~(loss)~~ per share ~~were~~is as follows (in ~~thousands)~~thousands, except per share amounts):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Numerator:	Numerator:									Numerator:
Net income (loss)		$	(21,841)	$	(27,803)	$	52,204	$	31,451
Income from continuing operations										Income from continuing operations	$	3,581	$	847	$	3,333	$	4,399
Income from discontinued operations										Income from discontinued operations	—		38,578		1,921		69,646
Net income										Net income	$	3,581	$	39,425	$	5,254	$	74,045
Denominator:	Denominator:									Denominator:
Basic weighted average common shares outstanding	Basic weighted average common shares outstanding	47,847		48,707		47,981		48,492		Basic weighted average common shares outstanding	38,349		47,582		41,497		48,048
Dilutive potential common shares (1)	Dilutive potential common shares (1)	—		—		1,172		881		Dilutive potential common shares (1)	852		1,108		1,018		1,172
Diluted weighted average common shares outstanding	Diluted weighted average common shares outstanding	47,847		48,707		49,153		49,373		Diluted weighted average common shares outstanding	39,201		48,690		42,515		49,220
Net income (loss) per share:
Basic		$	(0.46)	$	(0.57)	$	1.09	$	0.65
Diluted		$	(0.46)	$	(0.57)	$	1.06	$	0.64
Basic net income per share:										Basic net income per share:
Continuing operations										Continuing operations	$	0.09	$	0.02	$	0.08	$	0.09
Discontinued operations										Discontinued operations	—		0.81		0.05		1.45
Basic net income per share:										Basic net income per share:	$	0.09	$	0.83	$	0.13	$	1.54
Diluted net income per share:										Diluted net income per share:
Continuing operations										Continuing operations	$	0.09	$	0.02	$	0.08	$	0.09
Discontinued operations										Discontinued operations	—		0.79		0.04		1.41
Diluted net income per share:										Diluted net income per share:	$	0.09	$	0.81	$	0.12	$	1.50
Shares excluded (1)	Shares excluded (1)	3,384		4,616		921		2,076		Shares excluded (1)	510		960		427		935

________________________

(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 September 30, 2022 and 2021, 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 periods.

Note ~~13:~~16: Subsequent Events

~~On October 31, 2022,~~Between July 1, 2023 and August 4, 2023, we ~~entered into that certain Stock Purchase Agreement (the~~ ~~“Stock Purchase Agreement”) by and among the Company, TaxAct Holdings, Inc., Franklin Cedar Bidco, LLC (“Buyer”) and DS Admiral Bidco, LLC, pursuant to which we agreed to sell the Tax Software business to Buyer,~~repurchased approximately 0.4 million shares of our common stock under our stock repurchase authorization for an ~~affiliate~~aggregate purchase price of ~~Cinven, for $720.0 million in cash (subject to adjustment as set forth in the Stock Purchase Agreement), on the terms and subject to the conditions set forth in the Stock Purchase Agreement (the~~ ~~“TaxAct Sale Transaction”~~).approximately $9.1 million. The ~~TaxAct Sale Transaction is subject to the expiration or termination of the waiting period~~remaining authorized amount under the ~~Hart-Scott-Rodino Antitrust Improvements Act~~stock repurchase authorization as of ~~1976 and other customary closing conditions and is expected to close by the end of 2022.~~

August 4, 2023, was approximately $115.0 million.

~~Blucora,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 1822

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

The following discussion provides an analysis of ~~the Company’s~~our financial condition, cash flows, and results of operations from management’s perspective and 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 Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Overview

~~Blucora,~~Avantax, Inc. (the “Company,” ~~“Blucora,~~“Avantax,” “we,” “our,” or “us”), is a leading provider of integrated ~~tax-focused~~tax-intelligent wealth management services and ~~software,~~platforms, assisting consumers, small business owners, tax professionals, financial professionals, and certified public accounting (“CPA”) firms. Our mission is to enable financial success by changing the way individuals and families plan and achieve their goals through ~~tax-advantaged~~tax-intelligent solutions. ~~We conduct our operations through two primary businesses: (1) the Wealth Management business and (2) the Tax Software business.~~ Our common stock is listed on the NASDAQ Global Select Market under the symbol ~~“BCOR.~~“AVTA.”

~~Wealth Management~~

Our ~~Wealth Management business consists~~integrated tax-intelligent wealth management services consist of the operations of Avantax Wealth Management and Avantax Planning ~~Partners (collectively, the~~ ~~“Wealth Management business”~~ ~~or the~~ ~~“Wealth Management segment”~~).Partners.

Avantax Wealth Management provides ~~tax-focused~~tax-intelligent wealth management solutions for financial professionals, tax professionals, CPA firms, and their clients. Avantax Wealth Management offers its services through its registered broker-dealer, which is a leading U.S. tax-focused independent broker-dealer, registered investment advisor (“RIA”), and insurance agency ~~subsidiaries and is a leading U.S. tax-focused independent broker-dealer.~~subsidiaries. Avantax Wealth Management works with a nationwide network of financial professionals that operate as independent contractors. Avantax Wealth Management provides these financial professionals with an integrated platform of technical, practice, compliance, operations, sales, and product support tools that enable them to offer ~~tax-advantaged~~tax-intelligent planning, investing, and wealth management services to their clients.

Avantax Planning Partners is an in-house/employee-based RIA, insurance agency, and wealth management business that partners with CPA firms in order to provide their consumer and small business clients with holistic financial planning and advisory services, as well as retirement plan solutions through Avantax Retirement Plan Services. ~~Avantax Planning Partners formerly operated as Honkamp Krueger Financial Services, Inc. (“HKFS”). We acquired HKFS in July 2020 (the~~ ~~“HKFS Acquisition”) and subsequently rebranded it in order to create tighter brand alignment through one common and recognizable brand. Any reference to Avantax Planning Partners in this Form 10-Q is inclusive of HKFS.~~

~~Tax Software~~

~~Our Tax Software business consists of the operations of TaxAct, Inc. (“TaxAct,”~~ ~~the~~ ~~“Tax Software business,”~~ ~~or the~~ ~~“Tax Software segment”) and provides digital tax preparation services and ancillary services for consumers, small business owners, and tax professionals through its website www.TaxAct.com and its mobile applications.~~

~~Macroeconomic Environment~~

Our Wealth Management business is directly and indirectly affected by macroeconomic conditions and the state of global financial markets. Recent geopolitical uncertainty resulting, in part, from Russia’s continued invasion of Ukraine and the measures taken in response, including government sanctions, as well as rising inflation have contributed to significant volatility and decline in global financial markets during 2022 to date. In response to inflationary pressures, the Federal Reserve implemented five interest rate increases during the nine months ended September 30, 2022, including 75 basis point increases in each of the June, July, and September 2022 Federal Open Market Committee (~~“FOMC”~~) meetings. As of September 30, 2022, the target range for the federal funds rate was between 3.0% and 3.25%, however the FOMC has signaled that it expects additional rate increases in 2022 and 2023 in order to return inflation to their 2% objective. These combined factors have all led to an increased risk of economic recession and the potential for continued volatility and decline in global financial markets.

Volatility and decline in global financial markets and its impact on client asset values and transaction activity have negatively impacted Wealth Management revenues during the three and nine months ended September 30,

~~Blucora, Inc.~~ | ~~Q3 2022 Form 10-Q 19~~

2022. This negative impact was offset, in part, by incremental cash sweep revenue generated from an increasing interest rate environment. We expect that cash sweep revenue will continue to increase in the fourth quarter of 2022 as the full benefits of recent rate increases are fully realized. Based on the target range for the federal funds rate, the signaling by the Federal Reserve for additional rate increases during 2022, and current client asset values, we expect incremental cash sweep revenue should more than offset the negative impact that financial market volatility may have on Wealth Management revenues and operating income for the year ended December 31, 2022. However, if further financial market volatility results in continued decline in client asset values or if the Federal Reserve does not increase, or decreases, the federal funds rate, Wealth Management revenues and operating income would be negatively impacted.

~~Sale~~Divestiture of Tax Software Business

On October 31, 2022, we entered into ~~that certain~~a Stock Purchase Agreement (the “~~Stock~~ Purchase Agreement”) ~~by and among the Company,~~with TaxAct Holdings, Inc. (f/k/a Avantax Holdings, Inc.), a Delaware corporation and a direct subsidiary of Avantax, Franklin Cedar Bidco, LLC, (a Delaware limited liability company (the “Buyer”), and, solely for purposes of certain provisions thereof, DS Admiral Bidco, LLC, a Delaware limited liability company, pursuant to which we ~~agreed to sell the Tax Software~~sold our former tax software business to Buyer for an ~~affiliate~~aggregate purchase price of ~~Cinven, for~~ $720.0 million in cash, ~~(subject~~subject to ~~adjustment as~~customary purchase price adjustments set forth in the ~~Stock Purchase Agreement), on the terms and subject to the conditions set forth in the Stock~~ Purchase Agreement ~~(such sale, the~~(the “TaxAct Sale ~~Transaction”~~”). The TaxAct Sale Transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions and is expected to close by the end ofThis transaction subsequently closed on December 19, 2022.

~~Following~~In accordance with ASC 205, Presentation of Financial Statements, we determined that the ~~consummation~~sale of our tax software business represented a strategic shift that will have a major effect on our operations and financial results. As a result of the TaxAct Sale, ~~Transaction,~~the historical results of our former tax software business, and any adjustments to amounts previously reported in discontinued operations in a prior period (if applicable) have been reclassified as a discontinued operation and are excluded from continuing operations for all periods presented within the condensed consolidated financial statements.

Recent Developments

Interest Rate Hedges

During the second quarter of 2023, we ~~plan~~entered into two interest rate collar derivative contracts for a total notional value of $1.5 billion. Each contract is indexed to ~~change our name from Blucora~~daily simple secured overnight financing rates (“SOFR”) and is a combination of a purchased floor instrument with a strike rate of 2.5% and a sold cap instrument with a strike rate of 5.5%, both of which expire on May 31, 2026. The total cost for these interest rate collars was $15.3 million, which we have elected to ~~Avantax~~defer and ~~focus solely on our tax-focused wealth business. The TaxAct Sale Transaction is expected~~will settle through monthly straight-line cash payments to ~~yield after-tax net cash proceeds~~the counterparties over the term of ~~approximately $620.0 million. We expect~~the instruments. This hedging strategy enables us to ~~use~~limit the ~~net proceeds to pay down existing indebtedness and return excess capital to stockholders.~~downside risk of

~~Blucora,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 2023

significant reductions to interest rates over the term of the instruments in exchange for capping the amount of our future cash flows that may be received from our cash sweep program for the comparable notional amount hedged. We designated these derivative instruments as cash flow hedges and determined that they are highly effective at achieving offsetting changes in cash flows attributable to interest rate fluctuations associated with our cash sweep program. The changes in fair value of these derivative instruments are initially recorded net of tax in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. These accumulated gains or losses are reclassified into “Revenue” (where the hedged transaction is recorded) on the condensed consolidated statements of comprehensive income (loss) when the hedged transaction affects earnings.

In addition, during the second quarter of 2023, we sold two interest rate cap derivative contracts for a total notional value of $240.0 million. Each contract is indexed to daily simple SOFR, has a strike rate of 5.5%, and expires on May 31, 2026. These interest rate caps were sold for a total premium of $1.2 million, which have been deferred and will be settled by the counterparties through monthly straight-line cash payments over the term of the instruments. This hedging strategy enables us to offset a portion of the total cost of our interest rate collar derivatives by capping the amount of our future cash flows that may be received from our cash sweep program for the comparable notional amount hedged. These derivative instruments are not designated for hedge accounting treatment, therefore, realized and unrealized gains or losses on the instruments are immediately recognized within “Interest expense and other, net” on the condensed consolidated statements of comprehensive income (loss).

Avantax, Inc. | Q2 2023 Form 10-Q 24

RESULTS OF OPERATIONS

Summary
($ in thousands) Three Months Ended September 30, Change Nine Months Ended
September 30, Change
2022 2021 $ % 2022 2021 $ %
Revenue:
Wealth Management $ 165,032 $ 169,135 $ (4,103) (2.4) % $ 494,104 $ 486,021 $ 8,083 1.7 %
Tax Software 6,664 5,039 1,625 32.2 % 242,028 220,848 21,180 9.6 %
Total revenue 171,696 174,174 (2,478) (1.4) % 736,132 706,869 29,263 4.1 %
Operating income (loss):
Wealth Management 27,626 19,564 8,062 41.2 % 59,920 60,356 (436) (0.7) %
Tax Software (12,517) (13,864) 1,347 9.7 % 99,372 100,472 (1,100) (1.1) %
Corporate-level activity (28,927) (25,982) (2,945) (11.3) % (77,282) (102,255) 24,973 24.4 %
Total operating income (loss) (13,818) (20,282) 6,464 31.9 % 82,010 58,573 23,437 40.0 %
Interest expense and other, net (9,749) (8,295) (1,454) (17.5) % (25,707) (24,202) (1,505) (6.2) %
Income (loss) before income taxes (23,567) (28,577) 5,010 17.5 % 56,303 34,371 21,932 63.8 %
Income tax benefit (expense) 1,726 774 952 123.0 % (4,099) (2,920) (1,179) (40.4) %
Net income (loss) $ (21,841) $ (27,803) $ 5,962 21.4 % $ 52,204 $ 31,451 20,753 66.0 %


($ in thousands)	Three Months Ended June 30,				Change				Six Months Ended June 30,				Change
	2023		2022		$		%		2023		2022		$		%
Revenue	$	186,928	$	162,669	$	24,259	14.9	%	$	364,908	$	329,072	$	35,836	10.9	%
Operating expenses:
Cost of revenue	110,847		114,446		(3,599)		(3.1)	%	219,099		235,634		(16,535)		(7.0)	%
Engineering and technology	2,191		2,302		(111)		(4.8)	%	4,912		4,116		796		19.3	%
Sales and marketing	27,423		24,882		2,541		10.2	%	53,604		47,056		6,548		13.9	%
General and administrative	26,335		21,721		4,614		21.2	%	58,736		45,596		13,140		28.8	%
Acquisition and integration	(39)		(6,792)		6,753		99.4	%	83		(5,126)		5,209		101.6	%
Depreciation	3,588		2,642		946		35.8	%	7,176		5,085		2,091		41.1	%
Amortization of acquired intangible assets	6,231		6,462		(231)		(3.6)	%	12,569		13,093		(524)		(4.0)	%
Total operating expenses	176,576		165,663		10,913		6.6	%	356,179		345,454		10,725		3.1	%
Operating income (loss) from continuing operations	10,352		(2,994)		13,346		445.8	%	8,729		(16,382)		25,111		153.3	%
Interest expense and other, net	(4,698)		(212)		(4,486)		(2116.0)	%	(3,804)		(265)		(3,539)		(1335.5)	%
Income (loss) from continuing operations before income taxes	5,654		(3,206)		8,860		276.4	%	4,925		(16,647)		21,572		129.6	%
Income tax benefit (expense)	(2,073)		4,053		(6,126)		(151.1)	%	(1,592)		21,046		(22,638)		(107.6)	%
Income from continuing operations	3,581		847		2,734		322.8	%	3,333		4,399		(1,066)		(24.2)	%
Discontinued operations
Income from discontinued operations before gain on disposal and income taxes	—		45,874		(45,874)		(100.0)	%	—		96,517		(96,517)		(100.0)	%
Pre-tax gain on disposal	—		—		—		N/A		2,539		—		2,539		N/A
Income from discontinued operations before income taxes	—		45,874		(45,874)		(100.0)	%	2,539		96,517		(93,978)		(97.4)	%
Income tax benefit (expense)	—		(7,296)		7,296		100.0	%	(618)		(26,871)		26,253		97.7	%
Income from discontinued operations	—		38,578		(38,578)		(100.0)	%	1,921		69,646		(67,725)		(97.2)	%
Net income	$	3,581	$	39,425	$	(35,844)	(90.9)	%	$	5,254	$	74,045	$	(68,791)	(92.9)	%

For the three months ended ~~September~~June 30, ~~2022,~~2023, compared to the three months ended ~~September~~June 30, ~~2021,~~2022, net ~~loss~~income decreased ~~$6.0~~$35.8 million primarily due to the following factors:

•~~Wealth Management segment operating income~~Income from continuing operations increased ~~$8.1 million primarily due to the significant increase in cash sweep revenue during the period.~~

•~~Tax Software segment operating loss decreased $1.3 million primarily due to increased consumer revenue and relatively flat operating expenses.~~

•Expenses within corporate-level activity increased $2.9 million primarily due to incremental depreciation expense and consulting costs. Furthermore, interest expense and other, net, increased $1.5 million, primarily due to rising interest rates.

•The Company recorded an income tax benefit of $1.7 million, or an effective tax rate of 7.3%, for the three months ended September 30, 2022, compared to an income tax benefit of $0.8 million, or an effective tax rate of 2.7%, for the three months ended September 30, 2021.

~~For the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, net income increased $20.8~~$2.7 million primarily due to the following factors:

•~~Wealth Management segment operating income was relatively flat as incremental cash sweep revenue offset revenue headwinds caused by market volatility and incremental personnel costs.~~

•~~Tax Software segment operating income decreased $1.1~~Revenue increased $24.3 million primarily due to ~~an increase in customer care support costs and strategic advertising and marketing spend.~~

•Expenses within corporate-level activity decreased $25.0 million primarily due to reduced acquisition and integration costs. Furthermore, interest expense and other, net, increased $1.5 million, primarily due to rising interest rates.

•The Company recorded income tax expense of $4.1 million, or an effective tax rate of 7.3%, for the nine months ended September 30, 2022, compared to income tax expense of $2.9 million, or an effective tax rate of 8.5%, for the nine months ended September 30, 2021.

~~Blucora, Inc.~~ | ~~Q3 2022 Form 10-Q 21~~

~~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 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, acquisition and integration costs, depreciation, amortization of acquired intangible assets, or contested proxy, transaction and other legal and consulting costs to the reportable segments. Such amounts are reflected under the heading “Corporate-level activity.” In addition, we do not allocate interest expense and other, net, or income taxes to the reportable segments.

~~Wealth Management~~
($ in thousands) Three Months Ended September 30, Change Nine Months Ended
September 30, Change
2022 2021 $ % 2022 2021 $ %
Revenue $ 165,032 $ 169,135 $ (4,103) (2.4) % $ 494,104 $ 486,021 $ 8,083 1.7 %
Operating income $ 27,626 $ 19,564 $ 8,062 41.2 % $ 59,920 $ 60,356 $ (436) (0.7) %
Segment margin 16.7 % 11.6 % 12.1 % 12.4 %

For the three months ended September 30, 2022, compared to the three months ended September 30, 2021, Wealth Management segment operating income increased $8.1 million primarily due to the following factors:

•Wealth Management revenue decreased $4.1 million primarily due to decreases of $11.2 million and $8.5 million in commission and advisory revenues, respectively. These revenue headwinds were primarily caused by the significant financial market volatility and decline discussed in the ~~Macroeconomic Environment~~ section above. These decreases were partially offset by a $15.5 million increase in asset-based revenue which benefited from incremental cash sweep revenue generated from increases in the federal funds rate.

•Wealth Management operating expenses decreased $12.2 million primarily due to a $15.1 million decline in cost of revenue associated with advisory fees and commissions paid, partially offset by $2.2 million of incremental personnel costs. Advisory fees and commissions paid trended consistently with the decrease in commission and advisory revenues discussed above. Increased personnel costs reflect our strategic investments to drive growth through enhanced sales and service capabilities that support our financial professionals.

•The significant increase in cash sweep revenue during the period was the primary driver of the 510 basis point increase in segment margin. We expect for segment margin to continue to benefit from incremental cash sweep revenue for the remainder of the year.

For the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, Wealth Management segment operating income decreased $0.4 million primarily due to the following factors:

•~~Wealth Management revenue increased $8.1 million primarily due to increases of $17.3 million and $15.2 million in asset-based and advisory revenues, respectively. Asset-based revenue benefited from~~ incremental cash sweep revenue generated from increases in the federal funds rate ~~while~~paired with the ~~increase~~program’s structure that increases returns in a higher interest rate environment. This incremental revenue was partially offset by lower advisory revenue ~~was primarily from increased client asset levels and the~~due to timing of market ~~movements~~changes and asset growth relative to when clients ~~are billed.~~were billed each period, and lower commission revenue due to reduced transaction activity.

•Total operating expenses increased $10.9 million primarily from an increase in general and administrative expense for executive transition and reorganization related costs associated with the TaxAct Sale, and higher personnel costs within sales and marketing expense. These increases were partially offset by ~~a $24.9 million decrease~~lower financial professional commissions within cost of revenue caused by reduced advisory and commission revenues and prior period acquisition-related contingent consideration fair value adjustments that did not reoccur in ~~commission revenue which was negatively impacted by unfavorable transaction activity and volatility in global financial markets, as discussed above.~~the current period.

•~~Wealth Management operating expenses increased $8.5~~Income tax benefit decreased $6.1 million, primarily due to ~~$11.1 million of incremental personnel costs, partially offset by~~ a ~~$4.3 million decrease~~reduction in ~~cost of revenue~~our valuation allowance during the prior year associated with ~~advisory fees and commissions paid. Increased personnel costs reflect our strategic investments~~the utilization of net operating losses against prior period taxable income.

•Income from discontinued operations decreased $45.9 million primarily due to ~~drive growth through enhanced sales and service capabilities that support our financial professionals. Advisory fees and commissions paid trended consistently with~~ the ~~associated changes in revenues discussed above, while payout ratios remained relatively flat between~~completion of the ~~two periods as the financial market volatility during the first three quarters of 2022 offset previous expansion~~TaxAct Sale in the ~~number of financial professionals concentrated at higher payout levels.~~prior period.

~~Blucora,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 2225

For the six months ended June 30, 2023, compared to the six months ended June 30, 2022, net income decreased $68.8 million primarily due to the following factors:

•~~The market volatility discussed above, coupled with an increase in our fixed operating costs, has caused margin compression for~~Income from continuing operations decreased $1.1 million primarily due to the nine months ended September 30, 2022. However, the significant increase in cash sweep revenue during the three months ended September 30, 2022 predominately offset this compression, resulting in a relatively flat segment margin. For the remainder of the year, we expect forfollowing factors:

•Revenue increased $35.8 million primarily due to incremental cash sweep revenue, partially offset by lower advisory and commission revenues discussed in the section above.

•Total operating expenses increased $10.7 million primarily from the incremental costs discussed in the section above, partially offset by lower financial professional commissions caused by reduced advisory and commission revenues.

•Income tax benefit decreased $22.6 million, primarily due to ~~more than offset~~a reduction in our valuation allowance during the ~~compression discussed above, and for segment margin~~prior year associated with the utilization of net operating losses against prior period taxable income.

•Income from discontinued operations decreased $96.5 million primarily due to ~~increase~~the completion of the TaxAct Sale in the prior period. During the six months ended June 30, 2023 we recognized an incremental pre-tax gain on ~~a year-over-year basis.~~disposal of $2.5 million in connection with the finalization of our closing working capital balance.

Sources of Revenue

~~Wealth Management~~Our revenue is derived from multiple sources. We track sources of revenue, primary drivers of each revenue source, and recurring revenue. In addition, we focus on several business and key financial metrics in evaluating the success of our business relationships, our resulting financial position, and operating performance. A summary of our sources of revenue and business and financial metrics is as follows:


($ in thousands)	($ in thousands)			Three Months Ended September 30,						Change		Nine Months Ended September 30,				Change			($ in thousands)			Three Months Ended June 30,				Change						Six Months Ended June 30,				Change
		Sources of Revenue	Primary Drivers	2022			2021			$			2022			2021				$				Sources of Revenue	Primary Drivers	2023			2022			$		%		2023			2022			$		%
Financial professional-driven	Financial professional-driven	Advisory	- Advisory asset levels	$	95,070		$	103,540		$	(8,470)		$	306,394		$	291,167			$	15,227		Financial professional-driven	Advisory	- Advisory asset levels	$	103,316		$	104,155		$	(839)	(0.8)	%	$	200,841		$	211,324		$	(10,483)	(5.0)	%
		Commission	- Transactions - Asset levels - Product mix	41,788			52,961			(11,173)			132,278			157,197				(24,919)				Commission	- Transactions - Asset levels - Product mix	41,839			42,835			(996)		(2.3)	%	83,311			90,490			(7,179)		(7.9)	%
Other revenue	Other revenue	Asset-based	- Cash balances - Interest rates - Number of accounts - Client asset levels	21,147			5,659			15,488			33,774			16,514				17,260			Other revenue	Asset-based	- Cash balances - Interest rates - Number of accounts - Client asset levels	33,193			6,964			26,229		376.6	%	67,080			12,627			54,453		431.2	%
		Transaction and fee	- Account activity - Number of financial professionals - Number of clients - Number of accounts	7,027			6,975			52			21,658			21,143				515				Transaction and fee	- Account activity - Number of financial professionals - Number of clients - Number of accounts	8,580			8,715			(135)		(1.5)	%	13,676			14,631			(955)		(6.5)	%
		Total revenue		$	165,032		$	169,135		$	(4,103)		$	494,104		$	486,021			$	8,083			Total revenue		$	186,928		$	162,669		$	24,259	14.9	%	$	364,908		$	329,072		$	35,836	10.9	%
		Total recurring revenue		$	144,512		$	145,311		$	(799)		$	430,184		$	414,966			$	15,218			Total recurring revenue		$	166,531		$	141,935		$	24,596	17.3	%	$	324,159		$	285,672		$	38,487	13.5	%
		Recurring revenue rate		87.6		%	85.9		%				87.1		%	85.4		%						Recurring revenue rate		89.1		%	87.3		%					88.8		%	86.8		%

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 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,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 2326

Business Metrics


($ in thousands)	($ in thousands)	September 30,						Change				($ in thousands)	June 30,						Change
		2022			2021			$		%			2023			2022			$		%
Client assets balances:	Client assets balances:											Client assets balances:
Total client assets ~~(1)~~	Total client assets ~~(1)~~	$	72,592,882		$	86,647,743		$	(14,054,861)	(16.2)	%	Total client assets ~~(1)~~	$	83,827,113		$	76,522,066		$	7,305,047	9.5	%
Brokerage assets ~~(1)~~	Brokerage assets ~~(1)~~	$	37,150,327		$	46,850,354		$	(9,700,027)	(20.7)	%	Brokerage assets ~~(1)~~	$	41,177,502		$	39,776,018		$	1,401,484	3.5	%
Advisory assets ~~(1)~~	Advisory assets ~~(1)~~	$	35,442,555		$	39,797,389		$	(4,354,834)	(10.9)	%	Advisory assets ~~(1)~~	$	42,649,611		$	36,746,048		$	5,903,563	16.1	%
Advisory assets as a percentage of total client assets	Advisory assets as a percentage of total client assets	48.8		%	45.9		%					Advisory assets as a percentage of total client assets	50.9		%	48.0		%

Number of financial professionals (in ones):	Number of financial professionals (in ones):											Number of financial professionals (in ones):
Independent financial professionals ~~(2)~~(1)	Independent financial professionals ~~(2)~~(1)	3,311			3,498			(187)		(5.3)	%	Independent financial professionals ~~(2)~~(1)	3,078			3,315			(237)		(7.1)	%
In-house/employee financial professionals ~~(3)~~(2)	In-house/employee financial professionals ~~(3)~~(2)	36			31			5		16.1	%	In-house/employee financial professionals ~~(3)~~(2)	38			34			4		11.8	%
Total number of financial professionals	Total number of financial professionals	3,347			3,529			(182)		(5.2)	%	Total number of financial professionals	3,116			3,349			(233)		(7.0)	%

Advisory and commission revenue per financial professional ~~(4)~~(3)	Advisory and commission revenue per financial professional ~~(4)~~(3)	$	40.9		$	44.3		$	(3.4)	(7.7)	%	Advisory and commission revenue per financial professional ~~(4)~~(3)	$	46.6		$	43.9		$	2.7	6.2	%

___________________________

(1)In connection with our ongoing integration of acquisitions, we refined the methodology by which we calculate client assets to align the methodologies within our Wealth Management segment for calculating such metrics. Specifically, such changes to the methodology include alignment to one third party data aggregator for assets not placed in custody with our clearing firm and to one consistent set of logic for all assets and transaction types. We have not recast client assets for prior periods to conform to our current presentation as we believe the changes to the calculation to be immaterial.

~~(2)~~The number of independent financial professionals includes licensed financial professionals that work with Avantax Wealth Management and operate as independent contractors, as well as 179 licensed referring representatives at CPA firms ~~(approximately 171)~~ that partner with Avantax Planning Partners.

~~(3)~~(2)The number of in-house/employee financial professionals includes licensed financial planning consultants, all of which are affiliated with Avantax Planning Partners.

~~(4)~~(3)Calculation based on advisory and commission revenue for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

Client Assets. Historically we have calculated total client assets to 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. Beginning in the second quarter of 2022, the calculation of total client assets also includes assets for which financial professionals licensed with Avantax provide administrative services to clients. Because we did not have relationships with financial professionals that had clients for whom we did not provide administrative services prior to the second quarter of 2022, our calculation of total client assets for any prior period would not have changed under our current calculation. To the extent that we or they provide more than one service for a client’s assets, the value of the asset is only counted once in the total amount of total client assets. Total client assets include advisory assets, non-advisory brokerage accounts, annuities, and mutual fund positions held directly with fund companies. These assets are not reported on the Company’s ~~condensed~~ 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 Company’s condensed consolidated balance sheets.~~

Brokerage assets represent total client assets other than advisory assets.

Total client assets ~~decreased $14.1~~increased $7.3 billion as of ~~September~~June 30, ~~2022~~2023 compared to ~~September~~June 30, ~~2021,~~2022, primarily due to ~~$14.3~~$6.5 billion of ~~unfavorable~~favorable market changes ~~partially offset by~~and net client inflows.

Advisory assets ~~decreased $4.4~~increased $5.9 billion as of ~~September~~June 30, ~~2022~~2023 compared to ~~September~~June 30, ~~2021,~~2022, and advisory assets as a percentage of total client assets increased to ~~48.8%~~50.9% as of ~~September~~June 30, ~~2022,~~2023, compared to ~~45.9%~~48.0% as of ~~September~~June 30, ~~2021.~~2022. The ~~decrease~~increase in advisory assets was primarily caused by ~~$7.4~~$3.1 billion of ~~unfavorable~~favorable market changes ~~partially offset by~~and net new advisory assets of ~~$3.0~~$2.8 billion, both of which contributed to the increase in advisory assets as a percentage of total client assets.

Financial Professionals. The number of our financial professionals decreased ~~5.2%~~7.0% as of ~~September~~June 30, ~~2022~~2023 compared to ~~September~~June 30, ~~2021,~~2022, with the decrease primarily due to attrition related to lower revenue-producing financial professionals. Included within this attrition of lower revenue-producing financial professionals were terminations primarily in the fourth quarter of 2022 associated with certain financial professional’s failure to comply with a policy implemented to ensure regulatory compliance with certain record keeping and supervisory requirements. Advisory and commission revenue per financial professional ~~decreased 7.7%~~increased 6.2% for the same period, primarily due to the ~~decreases in advisory and commission revenues~~attrition of lower revenue-producing financial professionals discussed above. The decrease in the number of financial

~~Blucora,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 2427

~~decrease in the number of financial~~ professionals was partially offset by our continued recruitment and onboarding of independent financial professionals.

Advisory Revenue. Advisory revenue primarily includes fees charged to clients in advisory accounts for which we are the RIA. These fees are based on the value of assets within these advisory accounts. For advisory revenues generated by Avantax Wealth Management, advisory fees are typically billed quarterly, in advance, and the related advisory revenues are deferred and recognized ratably over the period in which our performance obligations have been completed. For advisory revenue 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. Because advisory fees are based on advisory assets on the last day of each quarter, our revenues are impacted, in part, by the timing of market movements relative to when clients are billed.

Advisory asset balances were as follows (in thousands):


		September 30,				Change					June 30,				Change
		2022		2021		$		%			2023		2022		$		%
Advisory assets—independent financial professionals	Advisory assets—independent financial professionals	$	29,735,365	$	33,713,543	$	(3,978,178)	(11.8)	%	Advisory assets—independent financial professionals	$	35,027,059	$	31,073,772	$	3,953,287	12.7	%
Advisory assets—in-house/employee financial professionals	Advisory assets—in-house/employee financial professionals	4,494,178		4,701,444		(207,266)		(4.4)	%	Advisory assets—in-house/employee financial professionals	6,134,084		4,424,316		1,709,768		38.6	%
Retirement advisory assets—in-house/employee financial professionals	Retirement advisory assets—in-house/employee financial professionals	1,213,012		1,382,402		(169,390)		(12.3)	%	Retirement advisory assets—in-house/employee financial professionals	1,488,468		1,247,960		240,508		19.3	%
Total advisory assets	Total advisory assets	$	35,442,555	$	39,797,389	$	(4,354,834)	(10.9)	%	Total advisory assets	$	42,649,611	$	36,746,048	$	5,903,563	16.1	%

The activity within our advisory assets was as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Balance, beginning of the period	Balance, beginning of the period	$	36,746,048	$	39,440,985	$	42,179,051	$	35,603,557	Balance, beginning of the period	$	40,580,893	$	40,921,292	$	38,282,333	$	42,179,051
Net new advisory assets	Net new advisory assets	514,293		621,205		2,261,923		1,853,632		Net new advisory assets	761,893		580,957		1,667,621		1,747,630

Market impact and other	Market impact and other	(1,817,786)		(264,801)		(8,998,419)		2,340,200		Market impact and other	1,306,825		(4,756,201)		2,699,657		(7,180,633)
Balance, end of the period	Balance, end of the period	$	35,442,555	$	39,797,389	$	35,442,555	$	39,797,389	Balance, end of the period	$	42,649,611	$	36,746,048	$	42,649,611	$	36,746,048
Advisory revenue	Advisory revenue	$	95,070	$	103,540	$	306,394	$	291,167	Advisory revenue	$	103,316	$	104,155	$	200,841	$	211,324
Average advisory fee rate (1)	Average advisory fee rate (1)	26 bps		26 bps		77 bps		78 bps		Average advisory fee rate (1)	26 bps		26 bps		51 bps		51 bps

_________________________

(1)For the three months ended ~~September~~June 30, ~~2022~~2023 and ~~September~~June 30, ~~2021,~~2022, average advisory fee rate equals advisory revenue for the relevant quarterly period divided by the advisory asset balance at the beginning of the relevant quarterly period. For the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~September~~June 30, ~~2021,~~2022, average advisory fee rate equals the sum of each quarterly average advisory fee rate within the relevant year-to-date period.

~~For the three and nine months ended September~~Compared to June 30, 2022, advisory assets ~~declined $1.3~~increased $5.9 billion, which included an increase of $2.1 billion and ~~$6.7~~$4.4 billion ~~respectively, primarily due to unfavorable~~during the three and six months ended June 30, 2023, respectively. These increases were driven by favorable market changes ~~partially offset by~~and net new advisory ~~assets. Net new advisory~~ assets ~~benefited~~ from organic growth and the ~~conversion~~recruitment of ~~off platform, direct to fund~~new assets.

Although ending advisory assets ~~when appropriate~~increased, advisory revenue declined $0.8 million and $10.5 million for the ~~client, to fee-based advisory platforms that include ongoing management~~three and ~~which generate higher margins.~~

~~For the three~~six months ended ~~September~~June 30, ~~2022,~~2023 compared to the three and six months ended September 30, 2021, advisory revenues decreased $8.5 million, primarily due to the decline in global markets as discussed above. Although advisory assets declined during the nine months ended SeptemberJune 30, 2022, ~~due to~~respectively. These declines were a result of the timing of market ~~declines~~changes and asset growth relative to when clients ~~are~~were billed ~~advisory revenue increased $15.2 million. The average advisory fee rates between the two periods were relatively flat.~~each period.

Commission Revenue. ~~The Wealth Management segment generates~~Wegenerate 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.

~~Blucora,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 2528

Our commission revenue, by product category and by type of commission revenue, was as follows (in thousands):


		Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change					Three Months Ended June 30,				Change				Six Months Ended June 30,				Change
		2022		2021		$		%		2022		2021		$		%			2023		2022		$		%		2023		2022		$		%
By product category:	By product category:																	By product category:
Mutual funds	Mutual funds	$	16,339	$	22,844	$	(6,505)	(28.5)	%	$	53,635	$	70,395	$	(16,760)	(23.8)	%	Mutual funds	$	15,798	$	17,790	$	(1,992)	(11.2)	%	$	31,290	$	37,173	$	(5,883)	(15.8)	%
Variable annuities	Variable annuities	14,892		18,752		(3,860)		(20.6)	%	46,961		55,247		(8,286)		(15.0)	%	Variable annuities	15,101		15,772		(671)		(4.3)	%	29,665		32,069		(2,404)		(7.5)	%
Insurance	Insurance	5,048		4,414		634		14.4	%	13,007		14,044		(1,037)		(7.4)	%	Insurance	6,697		4,235		2,462		58.1	%	13,288		7,959		5,329		67.0	%
General securities	General securities	5,509		6,951		(1,442)		(20.7)	%	18,675		17,511		1,164		6.6	%	General securities	4,243		5,038		(795)		(15.8)	%	9,068		13,289		(4,221)		(31.8)	%

Total commission revenue	Total commission revenue	$	41,788	$	52,961	$	(11,173)	(21.1)	%	$	132,278	$	157,197	$	(24,919)	(15.9)	%	Total commission revenue	$	41,839	$	42,835	$	(996)	(2.3)	%	$	83,311	$	90,490	$	(7,179)	(7.9)	%

By type of commission:	By type of commission:																	By type of commission:
Transaction-based	Transaction-based	$	17,868	$	22,372	$	(4,504)	(20.1)	%	$	56,373	$	65,815	$	(9,442)	(14.3)	%	Transaction-based	$	18,084	$	17,881	$	203	1.1	%	$	36,885	$	38,505	$	(1,620)	(4.2)	%
Trailing	Trailing	23,920		30,589		(6,669)		(21.8)	%	75,905		91,382		(15,477)		(16.9)	%	Trailing	23,755		24,954		(1,199)		(4.8)	%	46,426		51,985		(5,559)		(10.7)	%
Total commission revenue	Total commission revenue	$	41,788	$	52,961	$	(11,173)	(21.1)	%	$	132,278	$	157,197	$	(24,919)	(15.9)	%	Total commission revenue	$	41,839	$	42,835	$	(996)	(2.3)	%	$	83,311	$	90,490	$	(7,179)	(7.9)	%

~~As discussed in~~For the ~~sections above,~~three and six months ended June 30, 2023, compared to the ~~declines in transaction-based~~three and ~~trailing~~six months ended June 30, 2022, commission ~~revenues for the periods shown in the table above~~revenue decreased $1.0 million and $7.2 million, respectively. These decreases were primarily due to ~~unfavorable~~declines in trailing and transaction-based commissions for mutual funds, general securities, and variable annuities. Volatility in equity markets and the impact to asset values has negatively impacted mutual funds and variable annuities trail commissions, while the current interest rate environment has led to considerable declines in transaction ~~activity and volatility~~volume for alternate investment vehicles linked with real estate. We expect the continued growth of assets on our fee-based advisory platform to result in ~~global financial markets during~~commission revenue headwinds in the ~~three and nine months ended September 30, 2022.~~future.

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 ~~and nine~~ months ended ~~September~~June 30, ~~2022,~~2023, compared to the three ~~and nine~~ months ended ~~September~~June 30, ~~2021,~~2022, asset-based revenue increased ~~$15.5~~$26.2 million, ~~and $17.3 million, respectively. These increases were~~ primarily due to incremental cash sweep revenue of ~~$16.9~~$26.0 million ~~and $19.2 million during the three and nine months ended September 30, 2022, respectively,~~ driven by increases in the federal funds ~~rate.~~rate, partially offset by declines in client cash sweep balances relative to prior year levels.

For the six months ended June 30, 2023, compared to the six months ended June 30, 2022, asset-based revenue increased $54.5 million, primarily due to incremental cash sweep revenue of $55.5 million driven by increases in the federal funds rate, partially offset by declines in client cash sweep balances relative to prior year levels. The increases in cash sweep revenue were partially offset by reduced fees from sponsorship programs. ~~Due~~

For the three and six months ended June 30, 2023, we recognized approximately $0.4 million of deferred premium charges for our interest rate collar derivatives which are included as a reduction to our cash sweep revenue. Under the ~~timing~~terms of our interest rate ~~increases and the non-linear nature~~collar derivative contracts, we expect to recognize approximately $5.1 million of ~~upside associated with these increases, and with expectation of additional rate increases by the Federal Reserve in 2022,~~deferred premium charges as a reduction to our cash sweep revenue ~~is expected~~over the next twelve months. For the remainder of the year, we expect for cash sweep revenue to continue to increase relative to comparable prior year periods driven by rate increases during 2023 and as the full benefits of rate increases during the latter half of 2022 are realized for a full annual period. Currently, the target range for the ~~remainder~~federal funds rate is below the cap of our interest rate collar derivatives. However, future increases to this range above our cap strike rate will limit our incremental cash sweep revenue on the ~~year.~~comparable notional portion of our interest rate collars derivatives.

Transaction and Fee Revenue. Transaction and fee revenue primarily includes support fees charged to financial professionals, fees charged for executing certain transactions in client accounts, and other fees related to services provided and other account charges as generally outlined in agreements with financial professionals, clients, financial institutions, and retirement plan sponsors.

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, transaction and fee revenue remained relatively flat.

~~Blucora,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 2629

~~Tax Software~~
($ in thousands) Three Months Ended September 30, Change Nine Months Ended
September 30, Change
2022 2021 $ % 2022 2021 $ %
Revenue $ 6,664 $ 5,039 $ 1,625 32.2 % $ 242,028 $ 220,848 $ 21,180 9.6 %
Operating income (loss) $ (12,517) $ (13,864) $ 1,347 9.7 % $ 99,372 $ 100,472 $ (1,100) (1.1) %
Segment margin (187.8) % (275.1) % 41.1 % 45.5 %

For the three months ended September 30, 2022, compared to the three months ended September 30, 2021, Tax Software operating loss decreased $1.3 million due to a $1.5 million increase in consumer revenue and relatively flat operating expenses. Consumer revenue benefited from an increase in consumer e-files associated with market share growth and the volume of customers that filed extensions when compared to the prior year.

~~For the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, Tax Software operating income decreased $1.1 million due to the following factors:~~

•Tax Software revenue increased $21.2 million due to a $18.4 million increase in consumer revenue and a $2.8 million increase in professional revenue. The growth in revenue during the nine months ended September 30, 2022 was attributable to higher average revenue per unit and growth in market share from favorable customer retention and acquisition. These increases during the period were partially offset by an increase in the volume of customers that filed extensions when compared to the prior year. We expect to continue to benefit from higher average revenue per unit for the remainder of the year as customers complete returns associated with these extensions.

•Tax Software operating expenses increased $22.3 million primarily due to increased investments in seasonal customer care support and tax experts and an increase in strategic advertising and marketing spend. These incremental costs were the primary drivers of the reduction in segment margin shown in the table above.

~~Sources of Revenue~~

Tax Software revenue is derived primarily from the sale of digital tax preparation services, ancillary services, packaged tax preparation software, and multiple element arrangements that may include a combination of these items. Ancillary services primarily include refund payment transfer, audit defense, e-file concierge services, and Xpert Assist.

We classify Tax Software revenue into two different categories: consumer revenue and professional revenue. Consumer revenue is derived from products and services sold directly to customers primarily for the preparation of individual or business tax returns. Professional revenue represents Tax 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):~~
Three Months Ended September 30, Change Nine Months Ended
September 30, Change
2022 2021 $ % 2022 2021 $ %
Consumer $ 5,974 $ 4,479 $ 1,495 33.4 % $ 222,262 $ 203,891 $ 18,371 9.0 %
Professional 690 560 130 23.2 % 19,766 16,957 2,809 16.6 %
Total Tax Software revenue $ 6,664 $ 5,039 $ 1,625 32.2 % $ 242,028 $ 220,848 $ 21,180 9.6 %

~~Business Metrics~~

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

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

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

~~Blucora, Inc.~~ | ~~Q3 2022 Form 10-Q 27~~

•We measure our professional tax 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.

(In thousands, except as otherwise indicated) Nine Months Ended
September 30, Change
2022 2021 Units %
Total e-files (1)
5,658 5,492 166 3.0 %
Consumer:
Consumer e-files (1)
3,232 3,144 88 2.8 %
Professional:
Professional e-files 2,426 2,348 78 3.3 %
Units sold (in ones) 21,051 20,808 243 1.2 %
Professional e-files per unit sold (in ones) 115.2 112.8 2.4 2.1 %
~~____________________________~~

~~(1)~~We participate in the Free File Alliance that is part of an IRS partnership that provides free electronic tax filing services to taxpayers meeting certain income-based guidelines. Free File Alliance e-files are included within total e-files and consumer e-files above.

For the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, e-files across each category, and professional units sold, increased primarily due to growth in market share from favorable customer retention and acquisition, both of which benefited from our investments in strategic marketing spend and customer care support.

~~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, and contested proxy, transaction and other legal and consulting costs, is not allocated to our reportable segments.

~~Corporate-level activity by category was as follows (in thousands):~~

Three Months Ended September 30, Change Nine Months Ended
September 30, Change
2022 2021 $ % 2022 2021 $ %
Unallocated corporate-level general and administrative expenses $ 7,456 $ 6,499 $ 957 14.7 % $ 22,428 $ 18,452 $ 3,976 21.5 %
Stock-based compensation 5,706 4,729 977 20.7 % 17,129 15,499 1,630 10.5 %
Acquisition and integration 416 2,241 (1,825) (81.4) % (4,710) 28,513 (33,223) (116.5) %
Depreciation 6,020 3,906 2,114 54.1 % 15,696 11,251 4,445 39.5 %
Amortization of acquired intangible assets 6,342 7,009 (667) (9.5) % 19,435 21,247 (1,812) (8.5) %
Contested proxy, transaction and other legal and consulting costs 2,987 1,598 1,389 86.9 % 7,304 7,293 11 0.2 %
Total corporate-level activity $ 28,927 $ 25,982 $ 2,945 11.3 % $ 77,282 $ 102,255 $ (24,973) (24.4) %

~~For the three months ended September 30, 2022, compared to the three months ended September 30, 2021, corporate-level activity increased $2.9 million primarily due to the following factors:~~

•~~Depreciation expense increased $2.1 million primarily due to capitalized software costs for our Tax Software business.~~

•Contested proxy, transaction and other legal and consulting costs increased $1.4 million primarily due to incremental legal and consulting costs incurred in connection with the TaxAct Sale Transaction.

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

•~~Acquisition and integration expenses decreased $1.8 million, primarily due to the final remeasurement of the HKFS Contingent Consideration liability in the second quarter of 2022.~~

~~Blucora, Inc.~~ | ~~Q3 2022 Form 10-Q 28~~

~~For the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, corporate-level activity decreased $25.0 million primarily due to the following factors:~~

•Acquisition and integration expenses decreased $33.2 million, primarily due to a $24.8 million decrease in the fair value adjustments recorded for the HKFS Contingent Consideration liability between the two periods, and an $8.4 million decrease in professional services and other expenses due to a reduction in integration activities.

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

•~~Depreciation expense increased $4.4 million primarily due to capitalized software costs for our Tax Software business.~~

•~~Unallocated general and administrative expenses increased $4.0 million primarily due to incremental personnel and insurance costs.~~

OPERATING EXPENSES

Cost of Revenue
($ in thousands) Three Months Ended September 30, Change Nine Months Ended
September 30, Change
2022 2021 $ % 2022 2021 $ %
Wealth Management $ 105,301 $ 120,641 $ (15,340) (12.7) % $ 338,819 $ 343,174 $ (4,355) (1.3) %
Tax Software 3,879 2,323 1,556 67.0 % 20,178 12,330 7,848 63.6 %
Total cost of revenue $ 109,180 $ 122,964 $ (13,784) (11.2) % $ 358,997 $ 355,504 $ 3,493 1.0 %
Percentage of revenue 63.6 % 70.6 % 48.8 % 50.3 %


($ in thousands)	Three Months Ended June 30,						Change				Six Months Ended June 30,						Change
	2023			2022			$		%		2023			2022			$		%



Cost of revenue	$	110,847		$	114,446		$	(3,599)	(3.1)	%	$	219,099		$	235,634		$	(16,535)	(7.0)	%
Percentage of revenue	59.3		%	70.4		%					60.0		%	71.6		%

Cost of revenue ~~consists of costs related to our Wealth Management and Tax Software businesses, which include~~includes commissions and advisory fees paid to independent financial professionals, payments made to CPA firms under fee sharing arrangements, amortization of forgivable loans issued to our financial professionals, ~~third-party costs,~~ and ~~costs associated with the technical support team and the operation of~~stock-based compensation for awards granted to 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 software development costs in the Tax Software segment).financial professionals. Cost of revenue does not include compensation paid to in-house/employee financial ~~professionals in our Wealth Management business.~~professionals. The compensation of our in-house/employee financial professionals is reflected in “Sales and marketing” expense.

For the three months ended ~~September~~June 30, ~~2022,~~2023, compared to the three months ended ~~September~~June 30, ~~2021,~~2022, cost of revenue decreased ~~$13.8~~$3.6 million. Commissions to financial professionals declined $2.9 million primarily due to reductions in advisory and commissions revenue discussed above. The ~~reduction in Wealth Management cost of revenue~~remaining change was primarily due to reduced ~~advisory fees and commissions paid, which trended consistently with the associated changes in revenue discussed within the~~ ~~Segment Revenue & Operating Incomesection above. This decline was~~personnel costs, partially offset by ~~increased depreciation of capitalized software development costs within Tax Software.~~incremental financial professional forgivable loan amortization.

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, cost of revenue ~~increased $3.5~~decreased $16.5 million. ~~Tax Software cost of revenue included incremental personnel and consulting costs and depreciation of capitalized software. Continued investments~~Commissions to financial professionals declined $15.1 million primarily due to reductions in ~~internally developed software for the Tax Software business are expected to result in increased depreciation in future periods. Within Wealth Management,~~ advisory ~~fees~~ and commissions ~~paid declined $6.4 million and trended consistently with~~revenue caused by the ~~associated changes~~volatility in ~~revenue~~global financial markets discussed ~~within the~~ ~~Segment Revenue & Operating Incomesection~~ above. ~~This decline~~The remaining change was primarily due to reduced personnel costs, partially offset by ~~$2.4 million of~~ incremental financial professional forgivable ~~loans~~loan amortization.

Payout ratios to independent financial professionals ~~are determined based on trailing twelve-month revenues and may not immediately correlate with changes in client assets during periods of significant market volatility. For~~declined approximately 1% for both ~~periods, payout ratios to independent financial professionals remained relatively flat as the financial~~comparable periods. These declines were primarily caused by equity market volatility during the ~~first~~trailing twelve-month period, coupled with continued growth in our in-house/employee-based advisory model, which has lower payout rates as compared to our independent model. The decrease in cost of revenue as a percentage of revenue is reflective of the benefits of incremental cash sweep revenue for the three ~~quarters of 2022 offset previous expansion in~~and six months ended June 30, 2023, compared to the ~~number of financial professionals concentrated at higher payout levels.~~

~~Blucora, Inc.~~ | ~~Q3 2022 Form 10-Q 29~~

three and six months ended June 30, 2022.

Engineering and Technology


($ in thousands)	($ in thousands)	Three Months Ended September 30,						Change				Nine Months Ended September 30,						Change				($ in thousands)	Three Months Ended June 30,						Change				Six Months Ended June 30,						Change
		2022			2021			$		%		2022			2021			$		%			2023			2022			$		%		2023			2022			$		%
Engineering and technology	Engineering and technology	$	7,474		$	7,874		$	(400)	(5.1)	%	$	24,598		$	22,233		$	2,365	10.6	%	Engineering and technology	$	2,191		$	2,302		$	(111)	(4.8)	%	$	4,912		$	4,116		$	796	19.3	%
Percentage of revenue	Percentage of revenue	4.4		%	4.5		%					3.3		%	3.1		%					Percentage of revenue	1.2		%	1.4		%					1.3		%	1.3		%

Engineering and technology expenses are associated with the research, development, support, and ongoing enhancements of our ~~offerings,~~platforms, which include personnel expenses (including stock-based compensation), the cost of temporary help and contractors, software support and maintenance, ~~bandwidth and hosting,~~ and professional services fees. Engineering and technology expenses do not include the costs of computer hardware and software that are capitalized, depreciated over their useful lives, and recognized on the consolidated statements of ~~operations~~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 and six months ended ~~September~~June 30, ~~2022,~~2023, compared to the three and six months ended ~~September~~June 30, ~~2021,~~2022, engineering and technology expenses ~~remained relatively flat.~~

For the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, engineering and technology expenses increased $2.4 million primarily due to increases in personnel expenses in our Tax Software segment.did not materially change.

Sales and Marketing


($ in thousands)	($ in thousands)	Three Months Ended September 30,						Change				Nine Months Ended September 30,						Change				($ in thousands)	Three Months Ended June 30,						Change				Six Months Ended June 30,						Change
		2022			2021			$		%		2022			2021			$		%			2023			2022			$		%		2023			2022			$		%
Sales and marketing	Sales and marketing	$	30,485		$	28,399		$	2,086	7.3	%	$	162,396		$	140,809		$	21,587	15.3	%	Sales and marketing	$	27,423		$	24,882		$	2,541	10.2	%	$	53,604		$	47,056		$	6,548	13.9	%
Percentage of revenue	Percentage of revenue	17.8		%	16.3		%					22.1		%	19.9		%					Percentage of revenue	14.7		%	15.3		%					14.7		%	14.3		%

Sales and marketing expenses primarily consist of ~~marketing expenses associated with~~the costs to support our ~~Tax Software business~~financial professionals and drive growth. This includes personnel costs (including ~~expenses related to marketing agencies~~stock-based compensation) for operational and ~~media companies)~~back-office processing support, investment and ~~our Wealth Management business, personnel expenses,~~portfolio strategy support, compliance, and compensation paid to Avantax

Avantax, Inc. | Q2 2023 Form 10-Q 30

Planning Partners in-house/employee financial ~~professionals, the cost of temporary help~~professionals. These costs also include business development costs related to advisor recruitment and ~~contractors,~~retention, costs related to hosting certain advisor conferences that serve as training, sales and ~~back-office processing~~marketing events, and other costs that support ~~expenses for our Wealth Management business.~~advisor business growth.

For the three and six months ended ~~September~~June 30, ~~2022,~~2023, compared to the three and six months ended ~~September~~June 30, ~~2021,~~2022, sales and marketing expenses increased ~~$2.1~~$2.5 million and $6.5 million, respectively, primarily due to incremental personnel costs. The increase in personnel costs ~~of $1.6 million~~is associated with higher employee benefit costs and growth in our ~~Wealth Management segment.~~

~~For the nine months ended September 30, 2022, compared~~Avantax Planning Partners business and investments to ~~the nine months ended September 30, 2021,~~enhance our sales and ~~marketing expenses increased $21.6 million, primarily due to the following factors:~~

•~~Personnel costs in both segments increased $11.8 million.~~

•~~Strategic advertising and marketing costs in~~service capabilities that support our ~~Tax Software segment increased $9.0 million.~~

~~For the remainder of the year, we expect to incur incremental travel and conference costs associated with reduced travel restrictions and the timing of our Wealth Management national conference.~~financial professionals.

General and Administrative


($ in thousands)	($ in thousands)	Three Months Ended September 30,						Change				Nine Months Ended September 30,						Change				($ in thousands)	Three Months Ended June 30,						Change				Six Months Ended June 30,						Change
		2022			2021			$		%		2022			2021			$		%			2023			2022			$		%		2023			2022			$		%
General and administrative	General and administrative	$	27,778		$	23,102		$	4,676	20.2	%	$	83,499		$	71,619		$	11,880	16.6	%	General and administrative	$	26,335		$	21,721		$	4,614	21.2	%	$	58,736		$	45,596		$	13,140	28.8	%
Percentage of revenue	Percentage of revenue	16.2		%	13.3		%					11.3		%	10.1		%					Percentage of revenue	14.1		%	13.4		%					16.1		%	13.9		%

General and administrative (“G&A”) expenses primarily consist of personnel expenses (including stock-based compensation), 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, 2023, compared to the three months ended June 30, 2022, G&A expenses increased $4.6 million, primarily due to the following:

•Executive transition costs of $1.2 million associated with certain executives that departed the company.

•Legal, consulting, and other professional costs of $4.8 million associated with the TaxAct Sale and our reorganization activities.

These increases were partially offset by a $1.1 million reduction in contested proxy and other legal and consulting costs and lower rent and facilities charges associated with the sublease of a portion of our corporate headquarters.

For the six months ended June 30, 2023, compared to the six months ended June 30, 2022, G&A expenses increased $13.1 million, primarily due to the following:

•Executive transition costs of $6.4 million associated with certain executives that departed the company.

•Legal, consulting, and other professional costs of $9.1 million associated with the TaxAct Sale and our reorganization activities.

•Incremental personnel costs of $0.9 million primarily due to increased stock-based compensation for certain executive awards that were accelerated under the Company’s Executive Change of Control Severance Plan.

These increases were partially offset by a $3.4 million reduction in contested proxy and other legal and consulting costs and lower rent and facilities charges associated with the sublease of a portion of our corporate headquarters.

~~Blucora,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 3031

For the three and nine months ended September 30, 2022, compared to the three and nine months ended September 30, 2021, G&A expenses increased $4.7 million and $11.9 million, respectively, primarily due to incremental personnel costs, professional services fees, and hardware and software support and maintenance fees.

Acquisition and Integration


($ in thousands)	($ in thousands)	Three Months Ended September 30,						Change				Nine Months Ended September 30,						Change				($ in thousands)	Three Months Ended June 30,						Change				Six Months Ended June 30,						Change
		2022			2021			$		%		2022			2021			$		%			2023			2022			$		%		2023			2022			$		%

Change in the fair value of HKFS Contingent Consideration		$	—		$	1,700		$	(1,700)	(100.0)	%	$	(5,320)		$	19,500		$	(24,820)	(127.3)	%
Professional services and other expenses	Professional services and other expenses	416			541			(125)		(23.1)	%	610			9,013			(8,403)		(93.2)	%	Professional services and other expenses	$	(39)		$	228		$	(267)	(117.1)	%	$	83		$	194		$	(111)	(57.2)	%
Change in the fair value of acquisition-related contingent consideration																						Change in the fair value of acquisition-related contingent consideration	—			(7,020)			7,020		100.0	%	—			(5,320)			5,320		100.0	%
Total	Total	$	416		$	2,241		$	(1,825)	(81.4)	%	$	(4,710)		$	28,513		$	(33,223)	(116.5)	%	Total	$	(39)		$	(6,792)		$	6,753	99.4	%	$	83		$	(5,126)		$	5,209	101.6	%
Percentage of revenue	Percentage of revenue	0.2		%	1.3		%					(0.6)		%	4.0		%					Percentage of revenue	—		%	(4.2)		%					—		%	(1.6)		%

Acquisition and integration expenses primarily relate to costs incurred for the acquisitions of Avantax Planning Partners and 1st Global and consist of employee-related expenses, professional services fees, changes in the fair value of contingent consideration, and other expenses.

For the three and six months ended ~~September~~June 30, ~~2022,~~2023, compared to the three and six months ended ~~September~~June 30, ~~2021,~~2022, acquisition and integration expenses ~~decreased $1.8~~increased $6.8 million and $5.2 million, respectively, primarily due to ~~the final remeasurement of the HKFS Contingent Consideration liability in the second quarter of 2022.~~

For the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, acquisition and integration expenses decreased $33.2 million, primarily due to the following factors:

•~~The change in~~prior period acquisition-related contingent consideration fair value of the HKFS Contingent Consideration liability decreased $24.8 million, primarily due to the timing of fair value adjustments recorded between the two periods. This change is inclusive of a $7.0 million gain recorded during the second quarter of 2022 for the final settlement value of the liability, reflecting a decrease in the fair value of the contingent consideration due to a significant decline in advisory asset levels caused by the financial market decline discussed in the sections above.

•~~Professional services and other expenses declined $8.4 million due to a reduction in integration activities.~~adjustments.

Depreciation and Amortization of Acquired Intangible Assets


($ in thousands)	($ in thousands)	Three Months Ended September 30,						Change				Nine Months Ended September 30,						Change				($ in thousands)	Three Months Ended June 30,						Change				Six Months Ended June 30,						Change
		2022			2021			$		%		2022			2021			$		%			2023			2022			$		%		2023			2022			$		%
Depreciation	Depreciation	$	3,839		$	2,867		$	972	33.9	%	$	9,907		$	8,371		$	1,536	18.3	%	Depreciation	$	3,588		$	2,642		$	946	35.8	%	$	7,176		$	5,085		$	2,091	41.1	%
Amortization of acquired intangible assets	Amortization of acquired intangible assets	6,342			7,009			(667)		(9.5)	%	19,435			21,247			(1,812)		(8.5)	%	Amortization of acquired intangible assets	6,231			6,462			(231)		(3.6)	%	12,569			13,093			(524)		(4.0)	%
Total	Total	$	10,181		$	9,876		$	305	3.1	%	$	29,342		$	29,618		$	(276)	(0.9)	%	Total	$	9,819		$	9,104		$	715	7.9	%	$	19,745		$	18,178		$	1,567	8.6	%
Percentage of revenue	Percentage of revenue	5.9		%	5.7		%					4.0		%	4.2		%					Percentage of revenue	5.3		%	5.6		%					5.4		%	5.5		%

Depreciation of property, equipment, and software, net includes depreciation of computer equipment and software (including internally developed software), office equipment and furniture, and leasehold improvements. Amortization of acquired intangible assets primarily includes the amortization of financial professional, sponsor, and ~~customer~~client relationships, which are amortized over their estimated lives.

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, depreciation expense increased $0.9 million and ~~amortization~~$2.1 million, respectively, primarily due to increased capital expenditures for internally developed software. Amortization expense did not materially change.

INTEREST EXPENSE AND OTHER, NET


($ in thousands)	Three Months Ended June 30,				Change				Six Months Ended June 30,				Change
	2023		2022		$		%		2023		2022		$		%
Interest expense	$	4,661	$	57	$	4,604	8,077.2	%	$	6,192	$	81	$	6,111	7544.4	%
Amortization of debt issuance costs	246		—		246		N/A		374		—		374		N/A
Amortization of debt discount	41		—		41		N/A		66		—		66		N/A
Total interest expense	4,948		57		4,891		8,580.7	%	6,632		81		6,551		8087.7	%
Interest income and other	(49)		155		(204)		(131.6)	%	(1,024)		184		(1,208)		(656.5)	%
Transition services agreement income	(1,043)		—		(1,043)		N/A		(2,646)		—		(2,646)		N/A
Derivative losses - interest rate caps	842		—		842		N/A		842		—		842		N/A



Interest expense and other, net	$	4,698	$	212	$	4,486	2,116.0	%	$	3,804	$	265	$	3,539	1335.5	%

For the three months ended June 30, 2023, compared to the three months ended June 30, 2022, interest expense and other, net, increased $4.5 million. Total interest expense increased $4.9 million, due to borrowings on our Delayed Draw Term Loan Facility, which was partially offset by income received from the transition services agreement initiated in connection with the TaxAct Sale.

~~Blucora,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 3132

~~INTEREST EXPENSE AND OTHER, NET~~

($ in thousands) Three Months Ended September 30, Change Nine Months Ended
September 30, Change
2022 2021 $ % 2022 2021 $ %
Interest expense $ 8,771 $ 7,304 $ 1,467 20.1 % $ 23,166 $ 21,789 $ 1,377 6.3 %
Amortization of debt issuance costs 403 388 15 3.9 % 1,191 1,128 63 5.6 %
Amortization of debt discount 302 290 12 4.1 % 893 851 42 4.9 %
Total interest expense 9,476 7,982 1,494 18.7 % 25,250 23,768 1,482 6.2 %
Interest income and other 273 313 (40) (12.8) % 457 434 23 5.3 %
Interest expense and other, net $ 9,749 $ 8,295 $ 1,454 17.5 % $ 25,707 $ 24,202 $ 1,505 6.2 %

For the ~~three and nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to the ~~three and nine~~six months ended ~~September~~June 30, ~~2021,~~2022, interest expense and other, net, increased ~~$1.5~~$3.5 million. Total interest expense increased $6.6 million, ~~and $1.5 million, respectively, primarily~~ due to ~~rising interest rates. The impact of rising interest rates~~borrowings on our ~~interest expense~~Delayed Draw Term Loan Facility, which was partially offset by ~~our voluntary $35.0 million prepayment~~income received from the transition services agreement initiated in connection with the TaxAct Sale, and incremental other income associated with the settlement of principal outstanding under our Term Loan in August 2022. As the interest rate on our Term Loan is variable at the London Interbank Offered Rate, we expect for our interest expense to increase in future periods due to increasing interest rates.escrow funds from a previous acquisition.

INCOME TAXES

Our provision for income taxes in interim periods is based on our estimated annual effective tax rate. We record cumulative adjustments in the quarter in which a change in the estimated annual effective rate is determined. The estimated annual effective tax rate does not include the effects of discrete events that may occur during the year. The effect of these events, if any, is recorded in the quarter in which the event occurs.

We recorded ~~an income tax benefit of $1.7 million and~~ income tax expense of ~~$4.1~~$2.1 million and $1.6 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, respectively. We recorded an income tax benefit of $0.8 million and income tax expense of $2.9 million for the three and nine months ended September 30, 2021, respectively. The prior period interim tax provision was prepared by applying a year-to-date effective tax rate to income before income taxes. The current period interim tax provision was prepared by applying an estimated annual effective tax rate to income before income taxes and by calculating the tax effect of discrete items recognized during the quarter (if applicable).

DISCONTINUED OPERATIONS

On October 31, 2022, we entered into the Purchase Agreement with the Buyer to sell our former tax software business for an aggregate purchase price of $720.0 million in cash, subject to customary purchase price adjustments set forth in the Purchase Agreement. The TaxAct Sale subsequently closed on December 19, 2022. This divestiture was considered part of our strategic shift to become a ~~valuation allowance for federal net operating loss carryforwards that~~pure-play wealth management company and was determined to meet discontinued operations accounting criteria under ASC 205.

During the six months ended June 30, 2023, we ~~have concluded it~~finalized our previously estimated closing date working capital balance, resulting in an incremental pre-tax gain of $2.5 million which is ~~more likely than not that~~included within “Pre-tax gain on disposal” in the ~~related deferred tax benefits will not be realized. This valuation allowance does not prevent us from utilizing unexpired net operating losses to offset taxable~~condensed consolidated statements of comprehensive income ~~in future periods. The majority of these net operating losses will either be utilized or expire between 2022 and 2024.~~(loss).

NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss), determined in accordance with GAAP, excluding the effects of discontinued operations, 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, executive transition costs, TaxAct transaction related costs, reorganization costs, hedging program start-up costs, and income tax (benefit) expense. Interest expense and other, net primarily consists of interest expense, ~~net.~~net, unrealized mark-to-market (“MTM”) derivative losses (gains) for our interest rate cap derivative instruments, and other non-operating income. It does not include the income associated with the transition services agreement signed in connection with the TaxAct Sale as this income offsets costs included within income from continuing operations, or realized income or loss associated with our interest rate cap derivative instruments. Acquisition and integration costs primarily relate to the acquisitions of Avantax Planning Partners and 1st Global. Hedging program start-up costs include consulting and accounting costs incurred for the implementation of our cash sweep interest rate hedging program.

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.

~~Blucora,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 3233

A reconciliation of GAAP net income (loss), which we believe to be the most comparable GAAP measure, to Adjusted EBITDA, is presented below:


($ in thousands)	($ in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,				($ in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Net income (loss)		$	(21,841)	$	(27,803)	$	52,204	$	31,451
Net income										Net income	$	3,581	$	39,425	$	5,254	$	74,045
Less: Income from discontinued operations, net of income taxes										Less: Income from discontinued operations, net of income taxes	—		38,578		1,921		69,646
Income from continuing operations, net of income taxes										Income from continuing operations, net of income taxes	3,581		847		3,333		4,399
Stock-based compensation	Stock-based compensation	5,706		4,729		17,129		15,499		Stock-based compensation	3,291		4,438		11,093		9,818
Depreciation and amortization of acquired intangible assets	Depreciation and amortization of acquired intangible assets	12,362		10,915		35,131		32,498		Depreciation and amortization of acquired intangible assets	9,819		9,104		19,745		18,178
Interest expense and other, net	Interest expense and other, net	9,749		8,295		25,707		24,202		Interest expense and other, net	5,774		212		6,483		265
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
Acquisition and integration—Excluding change in the fair value of acquisition-related contingent consideration										Acquisition and integration—Excluding change in the fair value of acquisition-related contingent consideration	(39)		228		83		194
Acquisition and integration—Change in the fair value of acquisition-related contingent consideration										Acquisition and integration—Change in the fair value of acquisition-related contingent consideration	—		(7,020)		—		(5,320)

Contested proxy, transaction and other legal and consulting costs		2,987		1,598		7,304		7,293
Contested proxy and other legal and consulting costs										Contested proxy and other legal and consulting costs	48		1,195		694		4,115
Executive transition costs										Executive transition costs	1,185		—		6,412		—
TaxAct transaction related costs										TaxAct transaction related costs	1,528		202		4,159		202
Reorganization costs										Reorganization costs	3,227		—		4,966		—
Hedging program start-up costs										Hedging program start-up costs	583		—		583		—
Income tax (benefit) expense	Income tax (benefit) expense	(1,726)		(774)		4,099		2,920		Income tax (benefit) expense	2,073		(4,053)		1,592		(21,046)
Adjusted EBITDA	Adjusted EBITDA	$	7,653	$	(799)	$	136,864	$	142,376	Adjusted EBITDA	$	31,070	$	5,153	$	59,143	$	10,805

Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) Per Share

We define Non-GAAP Net Income (Loss) as net income (loss), determined in accordance with GAAP, excluding the effects of ~~stock-based compensation,~~discontinued operations, amortization of acquired intangible assets, acquisition and integration costs, contested proxy ~~transaction~~ and other legal and consulting costs, executive transition costs, TaxAct transaction related costs, reorganization costs, hedging program start-up costs, unrealized MTM derivative losses (gains) for our interest rate cap derivative instruments, and the related ~~cash~~ tax impact of those adjustments. Unrealized MTM derivative losses (gains) include the unrealized portion of gains and losses that are caused by changes in the fair values of derivatives which do not qualify for hedge accounting treatment under GAAP. It does not include realized income or loss associated with these instruments. The tax impact of these adjustments ~~and non-cash~~is determined using the income tax ~~(benefit) expense. We exclude~~rates in effect for 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.applicable period, adjusted for any potentially non-deductible amounts.

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~~comprehensive income (loss) 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.

~~Blucora,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 3334

A reconciliation of GAAP net income (loss) and GAAP net income (loss) per share, which we believe to be the most comparable GAAP measures, to Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per share, respectively, is presented below:
($ in thousands) Three Months Ended September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Net income (loss) $ (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) $ (9,780) $ (12,754) $ 90,821 $ 101,320
Per diluted share:
Net income (loss) (1)
$ (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 $ (0.20) $ (0.26) $ 1.85 $ 2.05
Diluted weighted average shares outstanding 47,847 48,707 49,153 49,373


($ in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	3,581	$	39,425	$	5,254	$	74,045
Less: Income from discontinued operations, net of income taxes	—		38,578		1,921		69,646
Income from continuing operations, net of income taxes	3,581		847		3,333		4,399
Amortization of acquired intangible assets	6,231		6,462		12,569		13,093
Acquisition and integration—Excluding change in the fair value of acquisition-related contingent consideration	(39)		228		83		194
Acquisition and integration—Change in the fair value of acquisition-related contingent consideration	—		(7,020)		—		(5,320)



Contested proxy and other legal and consulting costs	48		1,195		694		4,115
Executive transition costs	1,185		—		6,412		—
TaxAct transaction related costs	1,528		202		4,159		202
Reorganization costs	3,227		—		4,966		—
Hedging program start-up costs	583		—		583		—
Unrealized MTM derivative losses	876		—		876		—
Tax impact of adjustments to GAAP net income	(3,277)		(254)		(6,778)		(2,919)

Non-GAAP Net Income	$	13,943	$	1,660	$	26,897	$	13,764
Per diluted share:
Net income (1)	$	0.09	$	0.81	$	0.12	$	1.50
Less: Income from discontinued operations, net of income taxes	—		(0.79)		(0.04)		(1.41)
Income from continuing operations, net of income taxes	0.09		0.02		0.08		0.09
Amortization of acquired intangible assets	0.17		0.14		0.29		0.28
Acquisition and integration—Excluding change in the fair value of acquisition-related contingent consideration	—		—		—		—
Acquisition and integration—Change in the fair value of acquisition-related contingent consideration	—		(0.14)		—		(0.11)



Contested proxy and other legal and consulting costs	—		0.02		0.02		0.08
Executive transition costs	0.03		—		0.15		—
TaxAct transaction related costs	0.04		—		0.10		—
Reorganization costs	0.08		—		0.12		—
Hedging program start-up costs	0.01		—		0.01		—
Unrealized MTM derivative losses	0.02		—		0.02		—
Tax impact of adjustments to GAAP net income	(0.08)		(0.01)		(0.16)		(0.06)

Non-GAAP Net Income per share — Diluted	$	0.36	$	0.03	$	0.63	$	0.28
Diluted weighted average shares outstanding	39,201		48,690		42,515		49,220

____________________________

(1)Any difference in the “per diluted share” amounts between this table and the condensed consolidated statements of ~~operations~~comprehensive income (loss) 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.

LIQUIDITY AND CAPITAL RESOURCES

Cash and Cash Equivalents

Our principal source of liquidity is our cash and cash equivalents. As of ~~September~~June 30, ~~2022,~~2023, we had cash and cash equivalents of ~~$91.1~~$109.8 million. We generally invest our excess cash in money market funds that are made up of securities issued by agencies of the U.S. government. WeFrom time-to-time, 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 as of ~~September~~June 30, ~~2022~~2023 had minimal default risk and short-term maturities.

Avantax, Inc. | Q2 2023 Form 10-Q 35

Our Avantax Wealth Management broker-dealer subsidiary operates in a highly regulated industry and is subject to various regulatory capital requirements. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have substantial monetary and non-monetary impacts on Avantax Wealth ~~Management~~Management’s operations. As of ~~September~~June 30, ~~2022,~~2023, Avantax Wealth Management met all capital adequacy requirements to which it was subject.

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, servicing our debt obligations, capital expenditures, acquisitions that enhance our strategic position, financial professional loans, contingent consideration associated with our acquisitions, and ~~share repurchases under share repurchase programs.~~stock repurchases. Execution of our growth strategies through strategic asset acquisitions is expected to remain a capital allocation priority during the next twelve months. For at least the next twelve months, we plan to finance these cash needs, and our regulatory capital requirements at our broker-dealer

~~Blucora, Inc.~~ | ~~Q3 2022 Form 10-Q 34~~

subsidiary largely through our cash and cash equivalents on hand and cash provided by operating ~~activities. Execution of~~activities, and access to capital under our growth strategies in our Wealth Management business through strategic asset acquisitions is expected to remain a capital allocation priority during the next twelve months. However, the underlying levels of revenues and expenses that we project may not prove to be accurate, and, from time to time, we may make a determination to draw on the RevolverRevolving Credit Facility (as defined below) ~~or increase the principal amount of the Term Loan (as defined below) to meet our capital requirements,~~, subject to customary terms and conditions. Our future investments in our business through capital expenditures or acquisitions, prepayment of debt to achieve ~~optimal~~desired leverage ratios, or our return of capital to stockholders through stock repurchases, will be determined after considering the best interests of our stockholders.

Indebtedness

~~In May 2017,~~On January 24, 2023 (the “Closing Date”), we entered into a ~~credit~~restatement agreement ~~(as the same has been amended, the~~(the “Amended and Restated Credit Agreement”) ~~with a syndicate of lenders that~~, which amended and restated in its entirety our previous Credit Agreement. The Amended and Restated Credit Agreement provides for a new delayed draw term loan facility up to a maximum principal amount of $270.0 million (the ~~“Term Loan”~~“Delayed Draw Term Loan Facility”) and a revolving ~~line~~credit facility with a commitment amount of ~~credit (including a letter of credit sub-facility)~~$50.0 million (the “~~Revolver”) for working capital, capital expenditures, and general business purposes (as amended, the~~ ~~“Senior Secured~~Revolving Credit Facility”). ~~The~~We may borrow term loans under the Delayed Draw Term Loan ~~has a~~Facility (the “Term Loans”) until January 24, 2024. The stated maturity date of ~~May 22, 2024~~the Delayed Draw Term Loan Facility and the Revolving Credit Facility is January 24, 2028 (the “~~Term Loan~~ Maturity Date”).

The proceeds of any Term Loans may be used to fund shareholder distributions and for general corporate purposes. The proceeds of any loans under the Revolving Credit Facility may be used to finance working capital needs and for general corporate purposes. On ~~April 26, 2021, to ensure adequate liquidity and flexibility to support growth,~~February 24, 2023, we ~~entered into Amendment No. 5 to~~borrowed $170.0 million under the ~~Credit Agreement (the~~ ~~“Credit Agreement Amendment”). Pursuant to~~Delayed Draw Term Loan Facility. During the ~~Credit Agreement Amendment,~~second quarter of 2023, we borrowed the ~~Credit Agreement was amended to, among other things, refinance~~remaining $100.0 million available under 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~~ ~~“New Revolver Maturity Date”~~).Delayed Draw Term Loan Facility.

As of ~~September~~June 30, ~~2022,~~2023, we had ~~$525.4~~$268.3 million in principal amount outstanding under the Delayed Draw Term Loan Facility and no amounts outstanding under the ~~New Revolver. Based on aggregate loan commitments as~~Revolving Credit Facility. As of ~~September~~June 30, ~~2022, approximately $90.0~~2023, $50.0 million was available for future ~~borrowing as of September 30, 2022~~borrowings under the ~~Senior Secured~~Revolving Credit Facility, subject to customary terms and ~~conditions, including caps on the amount~~conditions.

The obligations of ~~Company share repurchases during each fiscal year based, in part, on specified Net Leverage Ratios. In addition,~~ the Company isunder the Amended and Restated Credit Agreement are secured by a first-priority security interest in substantially all of the existing and future personal property of the Company and certain of its subsidiaries.

We are required to make quarterly principal amortization payments on the Delayed Draw Term Loan ~~quarterly~~Facility on the last business day of each ~~March,~~fiscal quarter, beginning with the last business day of June ~~September,~~2023. These payments will amortize in equal quarterly installments based on the following aggregate annual amounts (expressed as a percentage of the principal amount of Term Loans borrowed): 2.5% during the first year ended December 31, 2023, 5% during years two and three, 7.5% during year four, and 10% during year five. Any remaining Term Loans outstanding are due on the Maturity Date.

Commencing with the first year ending December 31, 2023, we may be required to make annual prepayments on the Term Loans in an amount equal to ~~approximately $0.5 million (subject to reduction for prepayments), with the remaining principal amount~~a percentage of the Term Loan due on the Term Loan Maturity Date. On August 5, 2022, and as provided for within our Senior Secured Credit Facility, we voluntarily prepaid $35.0 million of principal outstanding under our Term Loan. At our election, this prepayment was first applied to the remaining quarterly principal amortization payments due on the Term Loan, with the remaining amount applied to the principal amount due at the Term Loan Maturity Date.

~~The interest rate on the Term Loan is variable at the London Interbank Offered Rate (subject to a floor of 1.0%), plus the applicable interest rate margin of 4.0% for Eurodollar Rate Loans~~Excess Cash Flow (as defined in the ~~Credit Agreement)~~Amended and ~~3.0% for ABR Loans (as defined in the~~Restated Credit Agreement). AsThe percentage of ~~September 30, 2022, the applicable interest rate~~Excess Cash Flow ranges from 0% to 50% depending on ~~the Term Loan was 6.3%. Depending on the~~our Consolidated First Lien Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement). We may voluntarily prepay the Term Loans in whole or in part without premium or penalty.

Avantax, Inc. | Q2 2023 Form 10-Q 36

Date). The ~~Company~~margin is ~~required to pay a commitment fee~~determined based on the ~~undrawn commitment under the New Revolver in a percentage that is dependent on the~~Company’s Consolidated First Lien Net Leverage Ratio ~~that ranges~~(as defined in the Amended and Restated Credit Agreement). We are required to pay a quarterly commitment fee on the daily amount of the undrawn portion of the revolving commitments under the Revolving Credit Facility ranging from 0.35% to ~~0.4%~~0.45%. Interest is payable at the end of each interest period, typically quarterly.

~~By June 2023, all U.S. Dollar London Interbank Offered Rate (“LIBOR”~~) tenors will cease to be published and floating rate instruments that used U.S. Dollar LIBOR will need to shift to a substitute base index. To minimize disruption arising from such transition, the market has begun to shift to alternative fallback rates, such as Secured Overnight Financing Rate (~~“SOFR”) as a replacement benchmark for floating rate LIBOR based loans. Unless (i) such LIBOR tenors cease to be provided at an earlier date or (ii) we and the administrative agent~~Pursuant to the ~~Credit Agreement make an “early opt-in election” to replace the rate prior to cessation of LIBOR in accordance with the~~Amended and Restated Credit Agreement, we will continue to have the option under the Credit Agreement to make drawdowns using 1-Day, 1-Month, 3-Month, and 6-Month tenor U.S. Dollar LIBOR until June 2023. The Credit Agreement Amendment provides for a process for transition to a fallback rate consistent with industry practice and permits the administrative

~~Blucora, Inc.~~ | ~~Q3 2022 Form 10-Q 35~~

agent to the Credit Agreement to apply certain updates to the Credit Agreement to effectuate the fallback rate, including a spread adjustment based on the historical basis between LIBOR and the fallback rate.

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 acquisition of Avantax Planning Partners 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.

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 (i) the Consolidated Total Net Leverage Ratio (as defined in the Amended and Restated 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~~between March 31, 2023 and ~~ending on December 31, 2022, and (iv) 3.50~~June 30, 2024, or 3.75 to 1.00 ~~for~~between July 1, 2024 and the ~~period beginning on January 1, 2023~~Maturity Date, (ii) the Consolidated Fixed Charge Coverage Ratio (as defined in the Amended and ~~ending~~Restated Credit Agreement) to be less than 1.25 to 1.00 or (iii) Liquidity (as defined in the Amended and Restated Credit Agreement) on the ~~New Revolver Maturity Date.~~

~~Except as described above, the New Revolver has substantially the same terms as the previous Revolver, including certain covenants and events~~last day of ~~default.~~any fiscal quarter to be less than $50 million. The Company was in compliance with the debt covenants of the ~~Senior Secured~~Amended and Restated Credit ~~Facility~~Agreement as of ~~September~~June 30, ~~2022.~~2023.

~~For additional information on~~Capital Return Program

On January 27, 2023, we commenced a modified “Dutch Auction” tender offer (the “Tender Offer”) to purchase shares of our common stock for an aggregate purchase price of up to $250.0 million at a price per share not less than $27.00 and not greater than $31.00. The Tender Offer was in addition to, and separate from, the ~~Term Loan,~~$200.0 million stock repurchase authorization discussed below. Upon the ~~New Revolver,~~conclusion of the Tender Offer, we repurchased and subsequently retired approximately 8.3 million shares of our common stock at the ~~Credit Agreement, see “Item 1. Financial Statements—Note 5.”~~

~~TaxAct Sale Transaction~~

~~The TaxAct Sale Transaction is expected to yield after-tax net~~purchase price of $30.00 per share, for aggregate cash ~~proceeds~~consideration of ~~approximately $620.0~~$250.0 million. We ~~expect~~incurred approximately $4.5 million for fees and expenses associated with the Tender Offer, including approximately $2.4 million for estimated excise taxes owed under the Inflation Reduction Act of 2022, which were recorded within stockholders’ equity.

Repurchased common stock that is subsequently retired is deducted from common stock for par value and from additional paid-in capital for the excess over par value. Direct costs incurred to ~~use~~repurchase common stock are included in the ~~net proceeds to pay down existing indebtedness and return excess capital to stockholders.~~total cost of the shares.

Stock Repurchase ~~Plan~~Authorization

AsOn December 19, 2022, we announced that our board of ~~December 31, 2021, we had $100.0~~directors authorized the Company to repurchase up to $200.0 million ~~authorized under~~of our stock repurchase plan. Pursuant to the stock repurchase 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, restrictions in our Credit Agreement, and alternative investment opportunities.common stock. Our repurchase ~~program~~authorization 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. Any repurchases of our stock pursuant to the stock repurchase ~~plan~~authorization may materially reduce the amount of cash we have available and may not materially enhance the long-term value of our business or our stock.

For the three months ended ~~September~~June 30, ~~2022,~~2023, we ~~did not repurchase any~~repurchased approximately 2.2 million shares of our common stock under the stock repurchase ~~plan.~~authorization for an aggregate purchase price of approximately $51.2 million. For the ~~nine~~six months ended ~~September~~June 30, 2023, we repurchased approximately 3.2 million shares of our common stock under the stock repurchase authorization for an aggregate purchase price of approximately $76.0 million. The remaining authorized amount under the stock repurchase authorization as of June 30, 2023, was approximately $124.0 million.

For the three months ended June 30, 2022, we repurchased approximately 0.2 million shares of our common stock under our previous stock repurchase plan for an aggregate purchase price of approximately $4.5 million. For the six months ended June 30, 2022, we repurchased approximately 1.9 million shares of our common stock under ~~the~~our previous stock repurchase plan for an aggregate purchase price of approximately $35.0 million. ~~The remaining authorized amount under the stock repurchase plan as of September 30, 2022, was~~

Between July 1, 2023 and August 4, 2023, we repurchased approximately ~~$65.0 million. For the three and nine months ended September 30, 2021, we did not repurchase any~~0.4 million shares of our common stock under the stock repurchase ~~plan.~~

~~For fiscal year 2022, restrictions in our Credit Agreement capped our share repurchases at $35.0~~authorization for an aggregate purchase price of approximately $9.1 million. ~~Subject to~~The remaining authorized amount under the ~~terms~~stock repurchase authorization as of ~~our Credit Agreement, a portion of our future capital requirements during fiscal year~~August 4, 2023, ~~may encompass share repurchases under this plan.~~was approximately $115.0 million.

Contractual Obligations and Commitments

On July 1, 2020, we closed the acquisition of Avantax Planning Partners, formerly “HKFS”, for an upfront cash purchase price of $104.4 million. The purchase price was subject to variable contingent consideration, or earn-out payments (the ~~“HKFS Contingent Consideration”) totaling a maximum of $60.0 million.~~Asset Acquisitions

The amounts owed for the HKFS Contingent Consideration were determined based on advisory asset levels (i) for the period beginning July 1, 2020 and ending June 30, 2021 and (ii) for the period beginning July 1, 2021 and ending June 30, 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 on April 7, 2020, June 30, 2020, and June 29, 2021) (the~~ ~~“HKFS Purchase~~

~~Blucora, Inc.~~ | ~~Q3 2022 Form 10-Q 36~~

~~Agreement”~~), the maximum aggregate amount that we were required to pay for each earn-out period was $30.0 million. If the asset market values on the applicable measurement date fell below certain specified thresholds, no payment of consideration was owed to the Sellers for such period.

~~In addition, the Company has~~We have entered into several asset purchase agreements that are accounted for as asset acquisitions. These acquisitions may include up-front cash consideration, fixed deferred cash consideration, and contingent consideration arrangements. Future fixed payments are recognized as ~~customer~~client relationship intangible assets on the date of acquisition. Contingent consideration arrangements encompass obligations to make future payments to the previous sellers contingent upon the achievement of future financial targets. These contingent payments are not recognized until all contingencies are resolved and the consideration is payable. As of ~~September~~June 30, ~~2022,~~2023, the maximum

Avantax, Inc. | Q2 2023 Form 10-Q 37

future fixed and contingent payments associated with these asset acquisitions was ~~$23.7~~$27.5 million, with specified payment dates from ~~2022~~2023 through ~~2026.~~ 2027.

Interest Rate Hedges

During the ~~three months ended September 30, 2022, variable contingent consideration related~~second quarter of 2023, we entered into two interest rate collar derivative contracts for a total notional value of $1.5 billion. Each contract is indexed to ~~prior asset acquisitions became payable~~daily simple SOFR and is a combination of a purchased floor instrument with a strike rate of 2.5% and a sold cap instrument with a strike rate of 5.5%, both of which expire on May 31, 2026. The total cost for ~~approximately $1.5~~these interest rate collars was $15.3 million, which ~~is included within~~we have elected to defer and will settle through monthly straight-line cash payments to the ~~$23.7 million discussed above.~~counterparties over the term of the instruments. This ~~accrued consideration is within customer relationship intangibles and is expected~~hedging strategy enables us to limit the downside risk of significant reductions to interest rates over the term of the instruments in exchange for capping the amount of our future cash flows that may be ~~paid~~received from our cash sweep program for the comparable notional amount hedged.

In addition, during the ~~fourth~~second quarter of ~~2022.~~2023, we sold two interest rate cap derivative contracts for a total notional value of $240.0 million. Each contract is indexed to daily simple SOFR, has a strike rate of 5.5%, and expires on May 31, 2026. These interest rate caps were sold for a total premium of $1.2 million, which have been deferred and will be settled by the counterparties through monthly straight-line cash payments over the term of the instruments. This hedging strategy enables us to offset a portion of the total cost of our interest rate collar derivatives by capping the amount of our future cash flows that may be received from our cash sweep program for the comparable notional amount hedged.

None of our derivative financial instruments are subject to collateral or other security arrangements, nor do they contain provisions that are dependent on our credit ratings from any credit rating agency.

Cash Flows

Our cash flows were comprised of the following (in thousands):
Nine Months Ended September 30,
2022 2021 $ Change
Net cash provided by operating activities $ 61,916 $ 74,391 $ (12,475)
Net cash used by investing activities (20,897) (25,447) 4,550
Net cash used by financing activities (84,739) (14,244) (70,495)
Net increase (decrease) in cash, cash equivalents, and restricted cash $ (43,720) $ 34,700 $ (78,420)


	Six Months Ended June 30,
	2023		2022		$ Change
Net cash provided (used) by operating activities from continuing operations	$	(75,219)	$	14,908	$	(90,127)
Net cash used by investing activities from continuing operations	(10,950)		(10,877)		(73)
Net cash used by financing activities from continuing operations	(70,180)		(35,542)		(34,638)
Net cash provided by discontinued operations	2,212		30,209		(27,997)
Net decrease in cash and cash equivalents	$	(154,137)	$	(1,302)	$	(152,835)

Net Cash from Operating Activities from Continuing Operations

Net cash provided by operating activities from continuing operations consists of ~~net income,~~Income from continuing operations, offset by certain non-cash adjustments, and changes in operating assets and liabilities, which were as follows (in thousands):


		Nine Months Ended September 30,							Six Months Ended June 30,
		2022		2021		$ Change			2023		2022		$ Change
Net income	Net income	$	52,204	$	31,451	$	20,753	Net income	$	5,254	$	74,045	$	(68,791)
Less: Income from discontinued operations, net of income taxes								Less: Income from discontinued operations, net of income taxes	1,921		69,646		(67,725)
Income from continuing operations								Income from continuing operations	3,333		4,399		(1,066)
Non-cash adjustments to net income	Non-cash adjustments to net income	55,458		73,111		(17,653)		Non-cash adjustments to net income	34,912		25,963		8,949
Operating cash flows before changes in operating assets and liabilities	Operating cash flows before changes in operating assets and liabilities	107,662		104,562		3,100		Operating cash flows before changes in operating assets and liabilities	38,245		30,362		7,883
Changes in operating assets and liabilities, net of acquisitions and disposals	Changes in operating assets and liabilities, net of acquisitions and disposals	(45,746)		(30,171)		(15,575)		Changes in operating assets and liabilities, net of acquisitions and disposals	(113,464)		(15,454)		(98,010)
Net cash provided by operating activities		$	61,916	$	74,391	$	(12,475)
Net cash provided (used) by operating activities from continuing operations								Net cash provided (used) by operating activities from continuing operations	$	(75,219)	$	14,908	$	(90,127)

Net cash provided by operating activities from continuing operations for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, included ~~$107.7~~$38.2 million of operating cash flows before changes in operating assets and liabilities and ~~$45.7~~$113.5 million of changes in operating assets and liabilities. Non-cash adjustments to net income for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 primarily related to depreciation and amortization costs of ~~$35.1~~$19.7 million, stock-based compensation of ~~$17.1 million, changes in the fair value of the HKFS Contingent Consideration liability of $5.3~~$11.1 million, and ~~$3.8~~$2.9 million of amortization related to payments made to financial professionals in support of ongoing growth programs. Changes in operating assets and liabilities were primarily impacted by ~~$9.2~~$97.4 million of federal and state income tax payments for prior year accrued taxes and current year estimated quarterly payments, a $4.4 million decrease in accrued bonuses primarily for payments relating to the prior fiscal period, and $3.3 million

Avantax, Inc. | Q2 2023 Form 10-Q 38

in payments made to financial professionals in support of ongoing growth ~~programs, $8.5 million of the total $23.0 million HKFS Contingent Consideration earn-out payment made~~programs. The remaining changes in ~~the third quarter of 2022,~~operating assets and ~~the timing of settlement~~liabilities were for normal activity within our working capital accounts. ~~The remainder of the HKFS Contingent Consideration earn-out payment is included in net cash from financing activities.~~

~~Blucora, Inc.~~ | ~~Q3 2022 Form 10-Q 37~~

Net Cash from Investing Activities from Continuing Operations

Net cash used by investing activities from continuing operations consists of acquisitions, ~~and~~ purchases of property, equipment, and software, net, and were as follows (in thousands):


		Nine Months Ended September 30,							Six Months Ended June 30,
		2022		2021		$ Change			2023		2022		$ Change
Purchases of property, equipment, and software	Purchases of property, equipment, and software	$	(17,154)	$	(21,624)	$	4,470	Purchases of property, equipment, and software	$	(5,499)	$	(9,019)	$	3,520

Asset acquisitions	Asset acquisitions	(3,743)		(3,823)		80		Asset acquisitions	(5,451)		(1,858)		(3,593)

Net cash used by investing activities		$	(20,897)	$	(25,447)	$	4,550
Net cash used by investing activities from continuing operations								Net cash used by investing activities from continuing operations	$	(10,950)	$	(10,877)	$	(73)

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, net cash used by investing activities ~~decreased $4.6 million primarily due to~~from continuing operations was flat as reduced ~~internally developed~~ capital ~~software expenditures.~~expenditures were offset by increased outflows for asset acquisitions.

Net Cash from Financing Activities from Continuing Operations

Net cash ~~from~~used by financing activities from continuing operations primarily consists of debt issuance and repayments, common stock and stock-based awards transactions, and acquisition-related contingent consideration payments. Financing cash flows from continuing operations were as follows (in thousands):


		Nine Months Ended September 30,							Six Months Ended June 30,
		2022		2021		$ Change			2023		2022		$ Change
Proceeds from credit facilities, net of debt discount and issuance costs	Proceeds from credit facilities, net of debt discount and issuance costs	$	—	$	(502)	$	502	Proceeds from credit facilities, net of debt discount and issuance costs	$	261,543	$	—	$	261,543

Payments on credit facilities	Payments on credit facilities	(35,906)		(1,359)		(34,547)		Payments on credit facilities	(1,688)		(906)		(782)

Acquisition-related contingent consideration payments		(14,548)		(13,150)		(1,398)
Acquisition-related fixed and contingent consideration payments								Acquisition-related fixed and contingent consideration payments	(287)		(98)		(189)
Stock repurchases	Stock repurchases	(35,000)		—		(35,000)		Stock repurchases	(328,119)		(35,000)		(293,119)

Proceeds from issuance of stock through employee stock purchase plan	Proceeds from issuance of stock through employee stock purchase plan	2,324		1,845		479		Proceeds from issuance of stock through employee stock purchase plan	1,584		2,324		(740)
Proceeds from stock option exercises								Proceeds from stock option exercises	1,057		174		883
Tax payments from shares withheld for equity awards	Tax payments from shares withheld for equity awards	(2,090)		(1,613)		(477)		Tax payments from shares withheld for equity awards	(4,270)		(2,036)		(2,234)
Proceeds from stock option exercises		481		535		(54)
Net cash used by financing activities		$	(84,739)	$	(14,244)	$	(70,495)
Net cash used by financing activities from continuing operations								Net cash used by financing activities from continuing operations	$	(70,180)	$	(35,542)	$	(34,638)

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we used ~~$70.5~~$34.6 million more cash for financing activities, primarily for incremental stock repurchases associated with our Tender Offer and stock repurchase authorization. These repurchases were funded in part by net borrowings under our Amended and Restated Credit Agreement.

Net Cash Flows from Discontinued Operations

Net cash flows provided by discontinued operations were comprised of the following (in thousands):


	Six Months Ended June 30,
	2023		2022		$ Change
Net cash provided by operating activities from discontinued operations	$	—	$	32,980	$	(32,980)
Net cash provided (used) by investing activities from discontinued operations	2,212		(2,771)		4,983
Net cash provided by financing activities from discontinued operations	—		—		—
Net cash provided by discontinued operations	$	2,212	$	30,209	$	(27,997)

For the six months ended June 30, 2023, compared to the six months ended June 30, 2022, net cash provided by discontinued operations decreased $28.0 million. During the six months ended June 30, 2023, we finalized our previously estimated closing date working capital balance for the TaxAct Sale, resulting in incremental purchase consideration of $2.2 million and an incremental pre-tax gain on disposal of $2.5 million. Net cash provided by discontinued operations declined compared to the prior period due to the ~~repurchase~~completion of ~~approximately 1.9 million shares of our common stock under~~ the ~~stock repurchase plan for an aggregate purchase price of approximately $35.0 million, and~~TaxAct Sale in the ~~voluntary prepayment of $35.0 million of principal outstanding under our Term Loan.~~prior period.

Avantax, Inc. | Q2 2023 Form 10-Q 39

Critical Accounting Estimates

This Management’s Discussion and Analysis of 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. In some cases, we could have reasonably used different accounting policies and estimates.

We have identified certain accounting estimates which involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. On an ongoing basis, we evaluate the estimates used. We base our estimates on historical experience, current conditions, and on various other assumptions that we believe to be reasonable under the circumstances and, based on information available to us at that time, we make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources, as well as identify and assess our accounting treatment with respect to commitments and contingencies. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions. The critical accounting estimates which we believe to be the most critical in the preparation of our condensed consolidated financial statements involve business combinations, goodwill impairment, and income taxes. We continually update and assess the facts, circumstances, and assumptions used in making both our critical accounting estimates and judgments related to our other significant accounting matters.

There have been no material changes in our critical accounting policies as disclosed under “Critical Accounting Estimates” in Part II, Item 7 and in Note 2 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~

~~Blucora, Inc.~~ | ~~Q3 2022 Form 10-Q 38~~

2022.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~There~~Other than for our Amended and Restated Credit Agreement discussed in “Item 1. Financial Statements—Note 6”, and our interest rate derivative contracts discussed in “Item 1. Financial Statements—Note 11” and further below, there have been no material changes to the financial instruments for which we are exposed to market risk, as disclosed within our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, during the ~~nine~~six months ended ~~September~~June 30, ~~2022.~~ 2023.

As of ~~September~~June 30, ~~2022,~~2023, we had ~~$525.4~~$268.3 million in principal amount of debt outstanding under the Delayed Draw Term Loan ~~of our Senior Secured Credit~~ Facility, which carries a degree of interest rate risk. ~~This debt has a floating rate portion of its interest rate tied to LIBOR.~~ For further information on our outstanding debt, see “Item 1. Financial Statements—Note 5”6” and the section “Liquidity and Capital Resources” of “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the subheading “Indebtedness.” A hypothetical 100 basis point increase in ~~LIBOR~~the interest rates under the Delayed Draw Term Loan Facility on ~~September~~June 30, ~~2022~~2023 would result in a ~~$8.9~~$11.1 million increase in our interest expense until the scheduled maturity date in ~~2024.~~2028. For additional information, see Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

During the second quarter of 2023, we entered into two interest rate collar derivative contracts for a total notional value of $1.5 billion. Each contract is indexed to daily simple secured overnight financing rates (“SOFR”) and is a combination of a purchased floor instrument with a strike rate of 2.5% and a sold cap instrument with a strike rate of 5.5%, both of which expire on May 31, 2026. The total cost for these interest rate collars was $15.3 million, which we have elected to defer and will settle through monthly straight-line cash payments to the counterparties over the term of the instruments. This hedging strategy enables us to limit the downside risk of significant reductions to interest rates over the term of the instruments in exchange for capping the amount of our future cash flows that may be received from our cash sweep program for the comparable notional amount hedged.

Avantax, Inc. | Q2 2023 Form 10-Q 40

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 ~~September~~June 30, ~~2022.~~2023. 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 ~~September~~June 30, ~~2022.~~2023.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 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 8”9” for information regarding legal proceedings.

Item 1A. Risk Factors

Our business and future results may be affected by a number of risks and uncertainties that should be considered carefully. In addition, this Form 10-Q 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, ~~2021 and the risks set forth below.~~2022.

Except as follows, we believe that there have been no material changes in our risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

~~Our agreement~~We are exposed to ~~sell our Tax Software business (or the announcement thereof) may disrupt our business.~~

~~The Stock Purchase Agreement, dated as of October 31, 2022 (the~~ ~~“Stock Purchase Agreement”), by and among the Company, TaxAct Holdings, Inc., Franklin Cedar Bidco, LLC (“Buyer”) and DS Admiral Bidco, LLC generally requires us to operate the Tax Software business~~credit risk in the ~~ordinary course~~event of nonperformance of counterparties for our derivative financial instruments.

The Company recently implemented a hedging policy to mitigate and manage risks caused by yield curve, duration and interest rate fluctuations, and other macroeconomic factors upon our business ~~consistent~~and financing arrangements. The hedging policy will be managed by our Chief Financial Officer in consultation with past practice pending consummation of the transaction and restricts us, without Buyer’s consent, from taking certain specified actions with respect to the Tax Software business until the completion of the sale of the Tax Software business to Buyer on the termsour Chief Executive Officer and subject to oversight by our Chief Legal Officer, Chief Compliance Officer, Chief Accounting Officer, and Accounting Director as well as our board of directors. However, we cannot assure you of the ~~conditions set forth~~financial stability or viability of our counterparties and by engaging in derivative transactions, we are exposed to counterparty credit risk. If the counterparty fails to perform, credit risk exists to the extent of the fair value gain in the ~~Stock Purchase Agreement (the~~ ~~“TaxAct Sale Transaction”). These restrictions may~~derivative. The existence of credit risk associated with our hedging policy over time could adversely affect our ~~ability to execute our business strategies, respond effectively to competitive pressures~~profitability and, ~~industry developments and attain our financial and other goals, and these restrictions may~~therefore, could have a ~~material~~materially adverse effect on our ~~financial condition,~~business, results of operations, and ~~cash flows.~~financial condition.

Employee retention and recruitment may be challenging before the completion of the TaxAct Sale Transaction, as employees and prospective employees may experience uncertainty about their future roles. If, despite our retention and recruiting efforts, key employees depart or prospective key employees fail to accept employment with the Company because of issues relating to the uncertainty relating to the TaxAct Sale Transaction or a desire not to

~~Blucora,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 39

~~remain either with TaxAct or the Company, our business, financial condition and results of operations could be materially adversely affected.~~

The TaxAct Sale Transaction could also cause disruptions to our business or business relationships, which could have a material adverse impact on our business, financial condition and results of operations. Parties with which we have business relationships, including customers, suppliers, clients and financial professionals, may experience uncertainty as to the future of such relationships and may delay or defer certain business decisions, seek alternative relationships with third parties or seek to alter their present business relationships with us.

The pursuit of the TaxAct Sale Transaction may place a significant burden on management and internal resources. The diversion of management’s attention away from day-to-day business concerns could materially adversely affect our business, financial condition and results of operations. Furthermore, we expect to incur significant costs, expenses and fees for professional services and other transaction costs in connection with the TaxAct Sale Transaction. A material portion of these expenses are payable by us whether or not the TaxAct Sale Transaction is completed.

The TaxAct Sale Transaction may not successfully close, and, even if it does, we may fail to realize all of the anticipated benefits of the TaxAct Sale Transaction, or those benefits may take longer to realize than expected.

We cannot be certain when or if the conditions for the TaxAct Sale Transaction will be satisfied or (if permissible under applicable law) waived. The TaxAct Sale Transaction cannot be completed until the conditions to closing are satisfied or (if permissible under applicable law) waived, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. We or Buyer may terminate the Stock Purchase Agreement if the TaxAct Sale Transaction is not consummated by January 15, 2023.

In the event that the TaxAct Sale Transaction is not consummated for any reason, we will not receive any cash proceeds from the sale (except that in certain circumstances, we may be entitled to a termination fee). Additionally, if the TaxAct Sale Transaction is not consummated in a timely manner or at all, our ongoing business may be materially adversely affected, including due to negative reactions from financial markets and a decline in the price of our common stock to the extent that the current market price of our common stock reflects an assumption that the transaction will be completed, negative reactions from employees, customers, suppliers or other third parties, the diversion of management’s attention from pursuing other potential divestitures of the Tax Software business and higher than anticipated costs of pursuing the TaxAct Sale Transaction. If the TaxAct Sale Transaction is not completed, there can be no assurance that these risks will not materialize and will not materially adversely affect the price of shares of our common stock or our business, financial condition or results of operations.

Furthermore, even if the TaxAct Sale Transaction is consummated, we may fail to realize the strategic and financial benefits that management expects as a result of the transaction, including due to unforeseen difficulties in the separation of operations, services, products and personnel (including with respect to our provision of transition services to Buyer and Buyer’s provision of transition services to us), the diversion of management’s attention, the disruption of our business and the potential loss of key employees. Moreover, we may not realize the anticipated strategic and financial benefits of the TaxAct Sale Transaction within the currently anticipated timeframe, including, without limitation, if the period during which we are providing transition services is extended.

In connection with the consummation of the TaxAct Sale Transaction, we will be required to pay off our existing indebtedness under the Credit Agreement. If we are unable to secure financing on desirable terms after the consummation of the TaxAct Sale Transaction, our capital structure may include limited or no indebtedness, and we may not be able to return capital to stockholders in the amount anticipated.

Upon the closing of the TaxAct Sale Transaction, we expect to receive approximately $620.0 million of net after-tax proceeds. We intend to use these proceeds to pay off existing indebtedness and then enter into new financing arrangements and use the excess remaining cash to return capital to stockholders. The debt markets are unpredictable and subject to change. There can be no assurance that we will be able to enter into new financing arrangements on desirable terms, if at all. We will not be able to return capital to stockholders in the amount anticipated until we enter into acceptable financing arrangements.

~~Blucora, Inc.~~ | ~~Q3 2022 Form 10-Q 40~~41

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

The Company has a stock repurchase plan pursuant to which we may repurchase our common stock through a variety of methods, including open market or privately negotiated transactions. As of September 30, 2022, the remaining authorized repurchases under the stock repurchase plan was $65.0 million.

~~The~~ following table details our repurchases of common stock for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 (in thousands, except the average price paid 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, 2022 190 $ 15.73 190 $ 97,007
February 1-28, 2022 524 $ 18.12 524 $ 87,510
March 1-31, 2022 931 $ 19.39 931 $ 69,463
April 1-30, 2022 230 $ 19.40 230 $ 65,000
May 1-31, 2022 — $ — — $ 65,000
June 1-30, 2022 — $ — — $ 65,000
July 1-31, 2022 — $ — — $ 65,000
August 1-31, 2022 — $ — — $ 65,000
September 1-30, 2022 — $ — — $ 65,000
Total 1,875 $ 18.67 1,875


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, 2023 (1)	460	$	27.20	460	$	187,483
February 1-28, 2023 (2)	8,333	$	30.00	—	$	187,483
March 1-31, 2023 (1)	498	$	24.66	498	$	175,212
April 1-30, 2023 (1)	484	$	26.39	484	$	162,446
May 1-31, 2023 (1)	882	$	22.15	882	$	142,914
June 1-30, 2023 (1)	840	$	22.45	840	$	124,046






Total (3)	11,497	$	24.01	3,164

___________________________

(1)Represents shares repurchased through the Company’s $200.0 million stock repurchase authorization, which was originally announced on December 19, 2022. This repurchase authorization 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. See “Item 1. Financial Statements—Note 12” for further information.

(2)Represents shares repurchased through the Tender Offer, which was fully subscribed. See “Item 1. Financial Statements—Note 12” for further information.

(3)“Average Price Paid per Share” represents the average price paid per share through the Company’s stock repurchase authorization from January 1, 2023 through June 30, 2023, but does not include the price paid per share pursuant to the Tender Offer discussed in note (2) above.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~None.~~During the three months ended June 30, 2023, none of our officers or directors adopted or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

~~Blucora,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 4142

Item 6. Exhibits

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
2.3
Third Amendment to Stock Purchase Agreement, dated June 29, 2021, by and among Spirit Acquisitions, LLC, Honkamp Krueger Financial Services, Inc., the sellers named therein, and JRD Seller Representative, LLC, as the sellers’ representative 8-K July 2, 2021 2.1
2.4
Stock Purchase Agreement, dated as of October 31, 2022, by and among Blucora, Inc., TaxAct Holdings, Inc., Franklin Cedar Bidco, LLC and DS Admiral Bidco, LLC 8-K November 1, 2022 2.1
3.1
Amended and Restated Bylaws of Blucora, Inc. dated August 14, 2022 8-K August 18, 2022 3.1
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)) 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 Form 10-Q for the fiscal quarter ended September 30, 2022, formatted in Inline XBRL: (i) Unaudited Condensed Consolidated Balance Sheets, (ii) Unaudited Condensed Consolidated Statements of Operations, (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 Avantax, Inc. (f/k/a 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 Avantax, Inc. (f/k/a 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

2.3

Third Amendment to Stock Purchase Agreement, dated June 29, 2021, by and among Spirit Acquisitions, LLC, Honkamp Krueger Financial Services, Inc., the sellers named therein, and JRD Seller Representative, LLC, as the sellers’ representative

8-K

July 2, 2021

2.1

2.4

Stock Purchase Agreement, dated as of October 31, 2022, by and among Avantax, Inc. (f/k/a Blucora, Inc.), TaxAct Holdings, Inc., Franklin Cedar Bidco, LLC and DS Admiral Bidco, LLC

8-K

November 1, 2022

2.1

3.1

Restated Certificate of Incorporation, as filed with the Secretary of the State of Delaware on August 10, 2012

8-K

August 13, 2012

3.1

3.2

Certificate of Amendment to the Restated Certificate of Incorporation filed with the Secretary of State of Delaware on June 1, 2017

8-K

June 5, 2017

3.1

3.3

Certificate of Amendment No. 2 to the Restated Certificate of Incorporation filed with the Secretary of State of Delaware on June 8, 2018

8-K

June 8, 2018

3.1

3.4

Certificate of Amendment No. 3 to the Restated Certificate of Incorporation, effective January 26, 2023

8-K

January 26, 2023

3.1

3.5

Certificate of Amendment No. 4 to the Restated Certificate of Incorporation of Avantax, Inc., effective May 4, 2023

8-K

May 5, 2023

3.1

3.6

Amended and Restated Bylaws of Avantax, Inc. dated as of January 26, 2023

8-K

January 26, 2023

3.2

10.1

Avantax, Inc. (f/k/a Blucora, Inc.) Non-Employee Director Compensation Policy

10.2

Form of Performance-Based Restricted Stock Grant Notice and Award Agreement for Executive Officers under the Avantax, Inc. (f/k/a/ Blucora, Inc.) 2018 Long-Term Incentive Plan (2021)

10.3

Form of Performance-Based Restricted Stock Grant Notice and Award Agreement for Executive Officers under the Avantax, Inc. (f/k/a/ Blucora, Inc.) 2018 Long-Term Incentive Plan (2022; 2023)

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 June 30, 2023, 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)

____________________________




*						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,~~Avantax, Inc. under the Securities Act of 1933, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

~~Blucora,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 4243

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,~~AVANTAX, INC.

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

			Date:			~~November 1, 2022~~August 9, 2023

~~Blucora,~~Avantax, Inc. | ~~Q3 2022~~Q2 2023 Form 10-Q 4344


	September 30, 2022		December 31, 2021
	Senior Secured Credit Facility
Principal outstanding	$	525,438	$	561,344
Unamortized debt issuance costs	(2,289)		(3,371)
Unamortized debt discount	(2,055)		(3,027)
Net carrying value	$	521,094	$	554,946