Acquisitions and Dispositions | Note 3: Acquisitions and Disposition HKFS Acquisition On July 1, 2020, we closed the HKFS Acquisition for an upfront cash purchase price of $104.4 million, which was paid with a portion of the proceeds from the $175.0 million increase in the Term Loan (as defined in “Note 6—Debt”). The purchase price is subject to customary adjustment and two potential post-closing earn-out payments (the “HKFS Contingent Consideration” ) by us. The amount of the HKFS Contingent Consideration is determined based on advisory asset levels and the achievement of certain performance goals (i) for the period beginning on July 1, 2020 and ending on July 1, 2021 and (ii) for the period beginning on July 1, 2021 and ending on July 1, 2022. Pursuant to the Stock Purchase Agreement, dated as of January 6, 2020, by and among the Company, HKFS, the selling stockholders named therein (the “Sellers” ), and JRD Seller Representative, LLC, as the Sellers’ representative, as amended, the maximum aggregate amount that we would be required to pay for each earn-out period is $30.0 million, provided that any unearned amounts during the first earn-out period may also be earned during the second earn-out period. If the asset values on the applicable measurement date fall below certain specified thresholds, we would not be required to make any earn-out payment to the Sellers for such period. On the HKFS Acquisition date, the fair value of the HKFS Contingent Consideration was $27.6 million. We recorded the short-term and long-term portions of the HKFS Contingent Consideration in “Accrued expenses and other current liabilities” and “Other long-term liabilities,” respectively, on the consolidated balance sheet. Subsequent to the HKFS Acquisition date, the HKFS Contingent Consideration is remeasured to an estimated fair value at each reporting date until the contingency is resolved. As of December 31, 2020, the fair value of the HKFS Contingent Consideration was $35.9 million. Changes in estimated fair value are recognized in “Acquisition and integration” expenses on the consolidated statements of comprehensive income (loss) in the period in which they occur. For additional information on the HKFS Contingent Consideration, see “Note 9—Fair Value Measurements.” The purchase price of the HKFS Acquisition was allocated to HKFS’s tangible assets, identifiable intangible assets, and assumed liabilities based on their estimated fair values at the time of the HKFS Acquisition. The preliminary fair value of assets acquired and liabilities assumed in the HKFS Acquisition were as follows (in thousands): Purchase Price Allocation at Purchase Price Allocation Adjustments Since Purchase Price Allocation at December 31, 2020 Assets acquired: Tangible assets acquired, including cash of $1,980 (1) 15,517 — $ 15,517 Identifiable intangible assets 62,970 (5,600) 57,370 Goodwill 58,137 5,600 63,737 Liabilities assumed (5,134) — (5,134) Total assets acquired and liabilities assumed $ 131,490 — $ 131,490 Cash paid at HKFS Acquisition date $ 104,404 Post-closing cash consideration adjustment (514) HKFS Contingent Consideration 27,600 Total purchase price $ 131,490 ____________________________ (1) Included in tangible assets acquired were accounts receivable of $7.8 million, which primarily consisted of advisory fees receivable. As an insignificant amount of these receivables was expected to be uncollectible, the acquired amount approximates the fair value of the accounts receivable. The identifiable intangible assets were as follows (in thousands, except as otherwise indicated): Estimated Fair Value Useful Life at HKFS Acquisition Date (in months) Customer relationships $ 52,800 180 CPA firm relationships 4,070 180 Trade name 500 36 Total identified intangible assets $ 57,370 179 The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities was recorded as goodwill in the amount of $63.7 million. Goodwill consists largely of the cost, revenue, and marketing synergies expected from incorporating HKFS into our existing Wealth Management business. These synergies include, but are not limited to, increased scale, enhanced capabilities, and an integrated platform. All of the acquired goodwill recognized is deductible for income tax purposes. The preliminary estimates of the net assets acquired were based upon preliminary calculations and valuations, with these calculations and valuations being subject to change as we obtained additional information for such estimates during the measurement period. For the period from the date of the HKFS Acquisition to December 31, 2020, we adjusted the preliminary fair value estimate for our customer relationship intangible asset, resulting in a $5.6 million decrease to the customer relationship intangible asset, offset by a corresponding $5.6 million increase to goodwill. This adjustment and the corresponding impact to amortization expense had an immaterial impact on our operating results. As of December 31, 2020, the purchase price allocation for the HKFS Acquisition was considered final. We have incurred inception-to-date transaction costs related to the HKFS Acquisition of $10.8 million, of which $7.7 million and $3.1 million were recognized for the years ended December 31, 2020 and December 31, 2019, respectively. These costs were recognized as “Acquisition and integration” expense on the consolidated statements of comprehensive income (loss). The operations of HKFS are included in operating results as part of the Wealth Management segment from the date of the HKFS Acquisition. From the date of the HKFS Acquisition, HKFS contributed $19.6 million of revenue and $4.5 million of income before income taxes to our consolidated results for the year ended December 31, 2020. Pro forma financial information of the HKFS Acquisition The financial information in the table below summarizes the combined results of operations of Blucora and HKFS, on a pro forma basis, for the years ended December 31, 2020 and 2019. The pro forma results are presented as if the HKFS Acquisition had occurred on January 1, 2019 and include adjustments for amortization expense on the definite-lived intangible assets identified in the HKFS Acquisition, debt-related expenses associated with the Term Loan increase used to finance the HKFS Acquisition, acquisition and integration costs related to the HKFS Acquisition, the removal of historic interest expense for debt issuances of HKFS that were not assumed in the HKFS Acquisition, and the reduction of historic cost of revenue associated with fee-sharing arrangements that did not continue after the HKFS Acquisition. In addition, income taxes were also adjusted for the pro forma results of the combined entity. The historical results of operations for 1st Global are included in the table below as of the date of the 1st Global Acquisition. The following pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the HKFS Acquisition occurred on January 1, 2019 (amounts in thousands): Years Ended December 31, 2020 2019 Revenue $ 771,092 $ 751,054 Net income (321,635) 27,726 1st Global Acquisition On May 6, 2019, we closed the 1st Global Acquisition. The purchase price was paid with a combination of (i) cash on hand and (ii) the proceeds from a $125.0 million increase in our Term Loan. The purchase price was allocated to 1st Global’s tangible assets, identifiable intangible assets, and assumed liabilities based on their estimated fair values at the time of the 1st Global Acquisition. The fair values of assets acquired and liabilities assumed in the 1st Global Acquisition were as follows (in thousands): Purchase Price Allocation at December 31, 2019 Purchase Price Allocation Adjustments Since December 31, 2019 Final Purchase Price Allocation Assets acquired: Tangible assets acquired including cash of $12,389 (1) $ 38,413 $ — $ 38,413 Goodwill 117,792 (666) 117,126 Identifiable intangible assets 83,980 — 83,980 Liabilities assumed: Contingent liability (11,052) — (11,052) Deferred revenues (17,715) — (17,715) Other current liabilities (12,956) 281 (12,675) Deferred tax liabilities, net (18,462) 385 (18,077) Total assets acquired and liabilities assumed $ 180,000 $ — $ 180,000 Cash paid at the 1st Global Acquisition date $ 176,850 Cash paid after the 1st Global Acquisition date (2) 3,150 Total purchase price $ 180,000 ____________________________ (1) Included in tangible assets acquired were accounts receivable (including commissions receivable) of $6.7 million. As an insignificant amount of these receivables was expected to be uncollectible, the acquired amount approximates the fair value of the accounts receivable. (2) The Company retained $3.2 million of the purchase price of the 1st Global Acquisition, of which $2.1 million was paid to employees of 1st Global in 2019, with the remainder paid to 1st Global or former employees of 1st Global in 2020. The identifiable intangible assets were as follows (in thousands, except as otherwise indicated): Estimated Fair Value Useful Life at Financial professional relationships $ 78,400 204 Developed technology 2,980 36 Trade name 1,000 36 Training materials 900 36 Sponsor relationships 700 144 Balance as of December 31, 2019 $ 83,980 The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities was recorded as goodwill. Goodwill consists largely of synergistic opportunities for our Wealth Management business, including increased scale, enhanced capabilities, and an integrated platform of brokerage, investment advisory, and insurance services. Goodwill is not deductible for income tax purposes and is reported in our Wealth Management segment. Subsequent to December 31, 2019, we adjusted the fair values of goodwill, other current liabilities, and deferred tax liabilities, net, due to the pre-acquisition 1st Global tax returns that were filed in the first quarter of 2020. As more than one year has elapsed since the 1st Global Acquisition date, the measurement period for the 1st Global Acquisition has ended, and the purchase price allocation was considered final as of June 30, 2020. As part of the 1st Global Acquisition, we assumed a contingent liability related to a regulatory inquiry and recorded the contingent liability as part of the opening balance sheet. While the inquiry is still on-going, we evaluated a range of possible losses, resulting in a contingent liability reserve balance of $11.3 million at December 31, 2020. For the year ended December 31, 2019, we incurred transaction costs of $6.5 million associated with the 1st Global Acquisition, which were recognized as “Acquisition and integration” expenses on the consolidated statement of comprehensive income (loss). The operations of 1st Global are included in our operating results as part of the Wealth Management segment from the date of the 1st Global Acquisition. From the date of the 1st Global Acquisition, 1st Global contributed approximately $114.8 million of revenue and $0.3 million of income before income taxes to our consolidated results for the year ended December 31, 2019. Pro forma financial information of the 1st Global Acquisition The financial information in the table below summarizes the combined results of operations of Blucora and 1st Global, on a pro forma basis, for the years ended December 31, 2019 and 2018. The pro forma results are presented as if the 1st Global Acquisition had occurred on January 1, 2018 and include adjustments for amortization expense on the definite-lived intangible assets identified in the 1st Global Acquisition, debt-related expenses associated with the Term Loan increase used to finance the 1st Global Acquisition, and for the removal of acquisition-related transaction costs. Income taxes also have been adjusted for the effect of these items. The historical results of operations for HKFS are not included in the table below. The following pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the 1st Global Acquisition occurred at the beginning of the period presented (amounts in thousands): Years Ended December 31, 2019 2018 Revenue $ 777,245 $ 734,489 Net income 36,205 41,319 Acquisition and integration expenses Acquisition and integration expenses primarily relate to transaction and integration costs for the 1st Global Acquisition and HKFS Acquisition and consist of employee-related expenses, professional services fees, and other expenses. These costs were recognized as “Acquisition and integration” expense on the consolidated statements of comprehensive income (loss). Acquisition and integration expenses were as follows (in thousands): Years Ended December 31, 2020 2019 Employee-related expenses $ 1,615 $ 5,241 Professional services 13,602 17,752 Change in fair value of HKFS Contingent Consideration (1) 8,300 — Other expenses (2) 7,568 2,770 Total acquisition and integration expenses $ 31,085 $ 25,763 ____________________________ (1) For additional information, see “Note 9—Fair Value Measurements.” (2) For the year ended December 31, 2020, we recognized a $4.1 million impairment expense related to our former headquarters building lease (acquired in the 1st Global Acquisition). For additional information, see “Note 7—Leases.” For the year ended December 31, 2020, acquisition and integration expenses included $19.7 million related to the HKFS Acquisition and $11.4 million related to the 1st Global Acquisition. For the year ended December 31, 2019, acquisition and integration expense included $22.7 million related to the 1st Global Acquisition and $3.1 million related to the HKFS Acquisition. Disposition of SimpleTax On September 4, 2019, we completed the disposition of all of the issued and outstanding stock of SimpleTax Software Inc. ( “SimpleTax” ), which was a provider of digital tax preparation services in Canada, for proceeds of $9.6 million. This amount was received in the third quarter of 2019 and is included in “Proceeds from sale of a business, net of cash” on the consolidated statement of cash flows for the year ended December 31, 2019. We also recognized a gain on the sale of $3.3 million, which is included in “Other loss, net” on the consolidated statement of comprehensive income (loss) for the year ended December 31, 2019. The sale of SimpleTax did not meet the requisite criteria to constitute discontinued operations, as the historical results of SimpleTax were not material to our consolidated results of operations. Prior to its sale, the operations of SimpleTax were included in our operating results as part of the Tax Preparation segment. |