Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 25, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 000-25131 | |
Entity Registrant Name | Blucora, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 91-1718107 | |
Entity Address, Address Line One | 3200 Olympus Blvd, Suite 100 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75019 | |
City Area Code | 972 | |
Local Phone Number | 870-6400 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | BCOR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 47,884,243 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001068875 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 91,104 | $ 134,824 |
Accounts receivable, net | 25,683 | 21,906 |
Commissions and advisory fees receivable | 20,486 | 25,073 |
Prepaid expenses and other current assets | 19,670 | 18,476 |
Total current assets | 156,943 | 200,279 |
Long-term assets: | ||
Property, equipment, and software, net | 75,086 | 73,638 |
Right-of-use assets, net | 19,753 | 20,466 |
Goodwill, net | 454,821 | 454,821 |
Acquired intangible assets, net | 288,610 | 302,289 |
Other long-term assets | 30,376 | 20,450 |
Total long-term assets | 868,646 | 871,664 |
Total assets | 1,025,589 | 1,071,943 |
Current liabilities: | ||
Accounts payable | 3,804 | 8,216 |
Commissions and advisory fees payable | 13,803 | 17,940 |
Accrued expenses and other current liabilities | 33,948 | 65,678 |
Current deferred revenue | 5,908 | 13,180 |
Current lease liabilities | 5,112 | 4,896 |
Current portion of long-term debt | 0 | 1,812 |
Total current liabilities | 62,575 | 111,722 |
Long-term liabilities: | ||
Long-term debt, net | 521,094 | 553,134 |
Long-term lease liabilities | 31,176 | 33,267 |
Deferred tax liabilities, net | 19,546 | 20,124 |
Long-term deferred revenue | 4,627 | 5,322 |
Other long-term liabilities | 14,981 | 6,752 |
Total long-term liabilities | 591,424 | 618,599 |
Total liabilities | 653,999 | 730,321 |
Commitments and contingencies (Note 8) | ||
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 |
Additional paid-in capital | 1,632,569 | 1,619,805 |
Accumulated deficit | (1,197,585) | (1,249,789) |
Treasury stock, at cost—3,181 shares as of September 30, 2022 and 1,306 shares as of December 31, 2021 | (63,399) | (28,399) |
Total stockholders’ equity | 371,590 | 341,622 |
Total liabilities and stockholders’ equity | $ 1,025,589 | $ 1,071,943 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 900,000,000 | 900,000,000 |
Common stock, shares issued (in shares) | 50,955,000 | 50,137,000 |
Common stock, shares outstanding (in shares) | 47,774,000 | 48,831,000 |
Treasury stock (in shares) | 3,181,000 | 1,306,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue: | ||||
Total revenue | $ 171,696 | $ 174,174 | $ 736,132 | $ 706,869 |
Cost of revenue: | ||||
Total cost of revenue | 109,180 | 122,964 | 358,997 | 355,504 |
Engineering and technology | 7,474 | 7,874 | 24,598 | 22,233 |
Sales and marketing | 30,485 | 28,399 | 162,396 | 140,809 |
General and administrative | 27,778 | 23,102 | 83,499 | 71,619 |
Acquisition and integration | 416 | 2,241 | (4,710) | 28,513 |
Depreciation | 3,839 | 2,867 | 9,907 | 8,371 |
Amortization of acquired intangible assets | 6,342 | 7,009 | 19,435 | 21,247 |
Total operating expenses | 185,514 | 194,456 | 654,122 | 648,296 |
Operating income (loss) | (13,818) | (20,282) | 82,010 | 58,573 |
Interest expense and other, net | (9,749) | (8,295) | (25,707) | (24,202) |
Income (loss) before income taxes | (23,567) | (28,577) | 56,303 | 34,371 |
Income tax benefit (expense) | 1,726 | 774 | (4,099) | (2,920) |
Net income (loss) | $ (21,841) | $ (27,803) | $ 52,204 | $ 31,451 |
Net income (loss) per share: | ||||
Basic (in USD per share) | $ (0.46) | $ (0.57) | $ 1.09 | $ 0.65 |
Diluted (in USD per share) | $ (0.46) | $ (0.57) | $ 1.06 | $ 0.64 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 47,847 | 48,707 | 47,981 | 48,492 |
Diluted (in shares) | 47,847 | 48,707 | 49,153 | 49,373 |
Wealth Management | ||||
Revenue: | ||||
Total revenue | $ 165,032 | $ 169,135 | $ 494,104 | $ 486,021 |
Cost of revenue: | ||||
Total cost of revenue | 105,301 | 120,641 | 338,819 | 343,174 |
Tax Software | ||||
Revenue: | ||||
Total revenue | 6,664 | 5,039 | 242,028 | 220,848 |
Cost of revenue: | ||||
Total cost of revenue | $ 3,879 | $ 2,323 | $ 20,178 | $ 12,330 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common stock | Additional paid-in capital | Accumulated deficit | Treasury stock |
Beginning balance (in shares) at Dec. 31, 2020 | 49,483 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 1,306 | ||||
Beginning balance at Dec. 31, 2020 | $ 312,290 | $ 5 | $ 1,598,230 | $ (1,257,546) | $ (28,399) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued pursuant to stock incentive and employee stock purchase plans (in shares) | 132 | ||||
Common stock issued pursuant to stock incentive and employee stock purchase plans | 63 | 63 | |||
Stock-based compensation | 5,520 | 5,520 | |||
Tax payments from shares withheld for equity awards | (865) | (865) | |||
Net income (loss) | 27,646 | 27,646 | |||
Ending balance (in shares) at Mar. 31, 2021 | 49,615 | ||||
Ending balance (in shares) at Mar. 31, 2021 | 1,306 | ||||
Ending balance at Mar. 31, 2021 | 344,654 | $ 5 | 1,602,948 | (1,229,900) | $ (28,399) |
Beginning balance (in shares) at Dec. 31, 2020 | 49,483 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 1,306 | ||||
Beginning balance at Dec. 31, 2020 | 312,290 | $ 5 | 1,598,230 | (1,257,546) | $ (28,399) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 31,451 | ||||
Ending balance (in shares) at Sep. 30, 2021 | 50,025 | ||||
Ending balance (in shares) at Sep. 30, 2021 | 1,306 | ||||
Ending balance at Sep. 30, 2021 | 359,135 | $ 5 | 1,613,624 | (1,226,095) | $ (28,399) |
Beginning balance (in shares) at Mar. 31, 2021 | 49,615 | ||||
Beginning balance (in shares) at Mar. 31, 2021 | 1,306 | ||||
Beginning balance at Mar. 31, 2021 | 344,654 | $ 5 | 1,602,948 | (1,229,900) | $ (28,399) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued pursuant to stock incentive and employee stock purchase plans (in shares) | 347 | ||||
Common stock issued pursuant to stock incentive and employee stock purchase plans | 1,989 | 1,989 | |||
Stock-based compensation | 4,720 | 4,720 | |||
Tax payments from shares withheld for equity awards | (464) | (464) | |||
Net income (loss) | 31,608 | 31,608 | |||
Ending balance (in shares) at Jun. 30, 2021 | 49,962 | ||||
Ending balance (in shares) at Jun. 30, 2021 | 1,306 | ||||
Ending balance at Jun. 30, 2021 | 382,507 | $ 5 | 1,609,193 | (1,198,292) | $ (28,399) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued pursuant to stock incentive and employee stock purchase plans (in shares) | 63 | ||||
Common stock issued pursuant to stock incentive and employee stock purchase plans | 328 | 328 | |||
Stock-based compensation | 4,387 | 4,387 | |||
Tax payments from shares withheld for equity awards | (284) | (284) | |||
Net income (loss) | (27,803) | (27,803) | |||
Ending balance (in shares) at Sep. 30, 2021 | 50,025 | ||||
Ending balance (in shares) at Sep. 30, 2021 | 1,306 | ||||
Ending balance at Sep. 30, 2021 | $ 359,135 | $ 5 | 1,613,624 | (1,226,095) | $ (28,399) |
Beginning balance (in shares) at Dec. 31, 2021 | 48,831 | 50,137 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 1,306 | 1,306 | |||
Beginning balance at Dec. 31, 2021 | $ 341,622 | $ 5 | 1,619,805 | (1,249,789) | $ (28,399) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued pursuant to stock incentive and employee stock purchase plans (in shares) | 247 | ||||
Common stock issued pursuant to stock incentive and employee stock purchase plans | 96 | 96 | |||
Stock repurchases (in shares) | 1,645 | ||||
Stock repurchases | (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 (loss) | 34,620 | 34,620 | |||
Ending balance (in shares) at Mar. 31, 2022 | 50,384 | ||||
Ending balance (in shares) at Mar. 31, 2022 | 2,951 | ||||
Ending balance at Mar. 31, 2022 | $ 348,873 | $ 5 | 1,622,973 | (1,215,169) | $ (58,936) |
Beginning balance (in shares) at Dec. 31, 2021 | 48,831 | 50,137 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 1,306 | 1,306 | |||
Beginning balance at Dec. 31, 2021 | $ 341,622 | $ 5 | 1,619,805 | (1,249,789) | $ (28,399) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ 52,204 | ||||
Ending balance (in shares) at Sep. 30, 2022 | 47,774 | 50,955 | |||
Ending balance (in shares) at Sep. 30, 2022 | 3,181 | 3,181 | |||
Ending balance at Sep. 30, 2022 | $ 371,590 | $ 5 | 1,632,569 | (1,197,585) | $ (63,399) |
Beginning balance (in shares) at Mar. 31, 2022 | 50,384 | ||||
Beginning balance (in shares) at Mar. 31, 2022 | 2,951 | ||||
Beginning balance at Mar. 31, 2022 | 348,873 | $ 5 | 1,622,973 | (1,215,169) | $ (58,936) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued pursuant to stock incentive and employee stock purchase plans (in shares) | 537 | ||||
Common stock issued pursuant to stock incentive and employee stock purchase plans | 2,402 | 2,402 | |||
Stock repurchases (in shares) | 230 | ||||
Stock repurchases | (4,463) | $ (4,463) | |||
Stock-based compensation | 3,683 | 3,683 | |||
Tax payments from shares withheld for equity awards | (467) | (467) | |||
Net income (loss) | 39,425 | 39,425 | |||
Ending balance (in shares) at Jun. 30, 2022 | 50,921 | ||||
Ending balance (in shares) at Jun. 30, 2022 | 3,181 | ||||
Ending balance at Jun. 30, 2022 | 389,453 | $ 5 | 1,628,591 | (1,175,744) | $ (63,399) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued pursuant to stock incentive and employee stock purchase plans (in shares) | 34 | ||||
Common stock issued pursuant to stock incentive and employee stock purchase plans | 307 | 307 | |||
Stock-based compensation | 3,725 | 3,725 | |||
Tax payments from shares withheld for equity awards | (54) | (54) | |||
Net income (loss) | $ (21,841) | (21,841) | |||
Ending balance (in shares) at Sep. 30, 2022 | 47,774 | 50,955 | |||
Ending balance (in shares) at Sep. 30, 2022 | 3,181 | 3,181 | |||
Ending balance at Sep. 30, 2022 | $ 371,590 | $ 5 | $ 1,632,569 | $ (1,197,585) | $ (63,399) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 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 | 0 | (502) |
Payments on credit facilities | (35,906) | (1,359) |
Acquisition-related contingent consideration payments | (14,548) | (13,150) |
Stock repurchases | (35,000) | 0 |
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 |
Description of the Business
Description of the Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Note 1: Description of the Business Blucora, Inc. (the “Company,” “Blucora,” “we,” “our,” or “us” ) operates two primary businesses: the Wealth Management business and the digital Tax Software business. Wealth Management Our Wealth Management business consists of the operations of Avantax Wealth Management and Avantax Planning Partners (collectively, the “Wealth Management business” or the “Wealth Management segment” ). Avantax Wealth Management provides tax-focused wealth management solutions for financial professionals, tax professionals, certified public accounting ( “CPA” ) firms, and their clients. Avantax Wealth Management offers its services through its registered broker-dealer, registered investment advisor ( “RIA” ), and insurance agency subsidiaries and is a leading U.S. tax-focused independent broker-dealer. Avantax Wealth Management works with a nationwide network of financial professionals that operate as independent contractors. Avantax Wealth Management provides these financial professionals with an integrated platform of technical, practice, compliance, operations, sales, and product support tools that enable them to offer tax-advantaged 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. 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 statements and accompanying notes in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2021. Interim results are not necessarily indicative of results for a full year. |
Segment Information and Revenue
Segment Information and Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information and Revenue | Note 3: Segment Information 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 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. 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 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 Wealth Management Revenue Recognition Wealth management revenue primarily consists of advisory revenue, commission revenue, asset-based revenue, and transaction and fee revenue. Revenues by major category within the Wealth Management segment and the timing of Wealth Management revenue recognition was as follows (in thousands): Three Months Ended September 30, Nine Months Ended 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 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 |
Asset Acquisitions
Asset Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisitions | Note 4: Asset Acquisitions During the nine months ended September 30, 2022, we completed acquisitions in our Wealth Management business that met the criteria to be accounted for as asset acquisitions. Total initial purchase consideration, including acquisition costs and fixed deferred payments, was $4.1 million. This purchase consideration was allocated to the acquired assets, primarily customer relationship intangibles. Customer 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 30, 2022, the maximum future fixed and contingent payments associated with all prior asset acquisitions were $23.7 million, with specified payment dates from 2022 through 2026. 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. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 5: Debt Our debt consisted of the following as of the periods indicated in the table below (in thousands): September 30, December 31, 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 In May 2017, we entered into a credit agreement (as the same has been amended, the “Credit Agreement” ) with a syndicate of lenders that provides for a term loan facility (the “Term Loan” ) and a revolving line of credit (including a letter of credit sub-facility) (the “Revolver” ) for working capital, capital expenditures, and general business purposes (as amended, the “Senior Secured Credit Facility” ). The Term Loan has a maturity date of May 22, 2024 (the “Term Loan Maturity Date” ). On April 26, 2021, to ensure adequate liquidity and flexibility to support the Company’s growth, we entered into Amendment No. 5 to the Credit Agreement (the “Credit Agreement Amendment” ). Pursuant to the Credit Agreement Amendment, the Credit Agreement was amended to, among other things, refinance the existing $65.0 million Revolver and add $25.0 million of additional revolving credit commitments, for an aggregate principal amount of $90.0 million in revolving credit commitments (the “New Revolver” ). The New Revolver has a maturity date of February 21, 2024 (the “New Revolver Maturity Date” ). The Company capitalized approximately $0.5 million of debt issuance costs paid in connection with the Credit Agreement Amendment, which 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. As of September 30, 2022, we had $525.4 million in principal amount outstanding under the Term Loan and no amounts outstanding under the New Revolver. Based on aggregate loan commitments as of September 30, 2022, approximately $90.0 million was available for future borrowings under the Senior Secured Credit Facility, subject to customary terms and conditions. The Company is required to make mandatory annual prepayments on the Term Loan in certain circumstances, including in the event that the Company generates Excess Cash Flow (as defined in the Credit Agreement) in a given fiscal year. The Credit Agreement permits the Company to voluntarily prepay the Term Loan without premium or penalty. 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, 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. 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 the Credit Agreement). As of September 30, 2022, the applicable interest rate on the Term Loan was 6.3%. Depending on the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement), the applicable interest rate margin on the New Revolver ranges from 2.0% to 2.5% for Eurodollar Rate Loans and 1.0% to 1.5% for ABR Loans. The Company is required to pay a commitment fee on the undrawn commitment under the New Revolver in a percentage that is dependent on the Consolidated First Lien Net Leverage Ratio that ranges from 0.35% to 0.4%. Interest is payable at the end of each interest period, typically quarterly. 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 the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) to exceed (i) 4.75 to 1.00 for the period beginning on April 1, 2021 and ending on December 31, 2021, (ii) 4.25 to 1.00 for the period beginning on January 1, 2022 and ending on September 30, 2022, (iii) 4.00 to 1.00 for the period beginning on October 1, 2022 and ending on December 31, 2022, and (iv) 3.50 to 1.00 for the period beginning on January 1, 2023 and ending on February 21, 2024. Except as described above, the New Revolver has substantially the same terms as the previous Revolver, including certain covenants and events of default. The Company was in compliance with the debt covenants of the Senior Secured Credit Facility as of September 30, 2022. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Note 6: 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. Operating lease cost, net of sublease income, and cash paid on operating lease liabilities for the three and nine months ended September 30, 2022 and 2021 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended 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 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 Right-of-use assets, net $ 19,753 $ 20,466 Current lease liabilities $ 5,112 $ 4,896 Long-term lease liabilities 31,176 33,267 Total operating lease liabilities $ 36,288 $ 38,163 Weighted-average remaining lease term (in years) 9.7 10.3 Weighted-average discount rate 5.4 % 5.4 % The maturities of our operating lease liabilities as of September 30, 2022 were as follows (in thousands): Undiscounted cash flows: Remainder of 2022 $ 1,307 2023 5,289 2024 5,184 2025 5,086 2026 4,256 Thereafter 26,172 Total undiscounted cash flows 47,294 Imputed interest (11,006) Present value of cash flows $ 36,288 |
Leases | Note 6: 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. Operating lease cost, net of sublease income, and cash paid on operating lease liabilities for the three and nine months ended September 30, 2022 and 2021 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended 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 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 Right-of-use assets, net $ 19,753 $ 20,466 Current lease liabilities $ 5,112 $ 4,896 Long-term lease liabilities 31,176 33,267 Total operating lease liabilities $ 36,288 $ 38,163 Weighted-average remaining lease term (in years) 9.7 10.3 Weighted-average discount rate 5.4 % 5.4 % The maturities of our operating lease liabilities as of September 30, 2022 were as follows (in thousands): Undiscounted cash flows: Remainder of 2022 $ 1,307 2023 5,289 2024 5,184 2025 5,086 2026 4,256 Thereafter 26,172 Total undiscounted cash flows 47,294 Imputed interest (11,006) Present value of cash flows $ 36,288 |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Note 7: Balance Sheet Components Prepaid expenses and other current assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Prepaid expenses $ 10,640 $ 13,138 Forgivable loans 5,670 4,316 Other current assets 3,360 1,022 Total prepaid expenses and other current assets $ 19,670 $ 18,476 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 __________________________ (1) For more information on the Company’s contingent liabilities, see "Note 8—Commitments and Contingencies." |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8: Commitments and Contingencies HKFS Contingent Consideration Liability 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. 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 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. 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." 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 30, 2022. 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. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9: 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. 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 Significant other Significant 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 Significant other Significant 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 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 included within “Other long-term assets” and “Other long-term 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. 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 the fair value of this contingent consideration are reflected in “Acquisition and integration” on the condensed consolidated statements of operations. 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 30, 2022, the Term Loan’s principal amount was $525.4 million, and the fair value of the Term Loan’s principal amount was $520.2 million. As of December 31, 2021, the Term Loan’s principal amount was $561.3 million, and the fair value of the Term Loan’s principal amount was $559.9 million. The fair value of the Term Loan’s principal amount was based on Level 2 inputs from a third-party market quotation. |
Interest Expense and Other, Net
Interest Expense and Other, Net | 9 Months Ended |
Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Interest Expense and Other, Net | Note 10: Interest Expense and Other, Net “Interest expense and other, net” on the condensed consolidated statements of operations consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Interest expense $ 8,771 $ 7,304 $ 23,166 $ 21,789 Amortization of debt issuance costs 403 388 1,191 1,128 Amortization of debt discount 302 290 893 851 Total interest expense 9,476 7,982 25,250 23,768 Interest income and other 273 313 457 434 Interest expense and other, net $ 9,749 $ 8,295 $ 25,707 $ 24,202 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11: Income Taxes For 2022, 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 million for the three and nine months ended September 30, 2022, 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. Our effective income tax rate for the three and nine months ended September 30, 2022 and September 30, 2021 differed from the 21% statutory rate primarily due to the release of valuation allowances 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. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 12: 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 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 are considered contingently issuable shares and are excluded from the diluted weighted average common shares outstanding computation because the related performance-based criteria were not achieved as of the end of the reporting period. The calculations of basic and diluted net income (loss) per share were as follows (in thousands): Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Numerator: Net income (loss) $ (21,841) $ (27,803) $ 52,204 $ 31,451 Denominator: Basic weighted average common shares outstanding 47,847 48,707 47,981 48,492 Dilutive potential common shares (1) — — 1,172 881 Diluted weighted average common shares outstanding 47,847 48,707 49,153 49,373 Net income (loss) per share: Basic $ (0.46) $ (0.57) $ 1.09 $ 0.65 Diluted $ (0.46) $ (0.57) $ 1.06 $ 0.64 Shares excluded (1) 3,384 4,616 921 2,076 ________________________ |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13: Subsequent Events On October 31, 2022, 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, an affiliate 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” ). 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 of 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Segments | We have two reportable segments: (1) the Wealth Management segment and (2) the Tax Software segment. |
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 statements and accompanying notes in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2021. Interim results are not necessarily indicative of results for a full year. |
Segment Information and Reven_2
Segment Information and Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Information on Reportable Segments for Reconciliation to Consolidated Net Income | 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 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 |
Schedule of Segment Reporting Information, by Segment | 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 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 |
Schedule of Disaggregation of Revenue | 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 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 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Debt | Our debt consisted of the following as of the periods indicated in the table below (in thousands): September 30, December 31, 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 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Summary of Operating Lease Expense | Operating lease cost, net of sublease income, and cash paid on operating lease liabilities for the three and nine months ended September 30, 2022 and 2021 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended 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 |
Schedule of Supplemental Balance Sheet Information Related to Leases | 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 Right-of-use assets, net $ 19,753 $ 20,466 Current lease liabilities $ 5,112 $ 4,896 Long-term lease liabilities 31,176 33,267 Total operating lease liabilities $ 36,288 $ 38,163 Weighted-average remaining lease term (in years) 9.7 10.3 Weighted-average discount rate 5.4 % 5.4 % |
Schedule of Maturities of Operating Lease Liabilities | The maturities of our operating lease liabilities as of September 30, 2022 were as follows (in thousands): Undiscounted cash flows: Remainder of 2022 $ 1,307 2023 5,289 2024 5,184 2025 5,086 2026 4,256 Thereafter 26,172 Total undiscounted cash flows 47,294 Imputed interest (11,006) Present value of cash flows $ 36,288 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Prepaid expenses $ 10,640 $ 13,138 Forgivable loans 5,670 4,316 Other current assets 3,360 1,022 Total prepaid expenses and other current assets $ 19,670 $ 18,476 |
Schedule of Accrued Expenses and Other Current Liabilities | 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 __________________________ (1) For more information on the Company’s contingent liabilities, see "Note 8—Commitments and Contingencies." |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value and Measured on 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 Significant other Significant 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 Significant other Significant 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 |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | 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 $ — |
Interest Expense and Other, N_2
Interest Expense and Other, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Summary of Other Loss, Net | “Interest expense and other, net” on the condensed consolidated statements of operations consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Interest expense $ 8,771 $ 7,304 $ 23,166 $ 21,789 Amortization of debt issuance costs 403 388 1,191 1,128 Amortization of debt discount 302 290 893 851 Total interest expense 9,476 7,982 25,250 23,768 Interest income and other 273 313 457 434 Interest expense and other, net $ 9,749 $ 8,295 $ 25,707 $ 24,202 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Dilutive Effect for Awards with Exercise Price Less Than Average Stock Price | The calculations of basic and diluted net income (loss) per share were as follows (in thousands): Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Numerator: Net income (loss) $ (21,841) $ (27,803) $ 52,204 $ 31,451 Denominator: Basic weighted average common shares outstanding 47,847 48,707 47,981 48,492 Dilutive potential common shares (1) — — 1,172 881 Diluted weighted average common shares outstanding 47,847 48,707 49,153 49,373 Net income (loss) per share: Basic $ (0.46) $ (0.57) $ 1.09 $ 0.65 Diluted $ (0.46) $ (0.57) $ 1.06 $ 0.64 Shares excluded (1) 3,384 4,616 921 2,076 ________________________ |
Description of the Business (De
Description of the Business (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 2 |
Segment Information and Reven_3
Segment Information and Revenue - Information on Reportable Segments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||||||||
Number of reportable segments | segment | 2 | |||||||
Revenue: | ||||||||
Total revenue | $ 171,696 | $ 174,174 | $ 736,132 | $ 706,869 | ||||
Operating income (loss): | ||||||||
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) | $ 39,425 | $ 34,620 | (27,803) | $ 31,608 | $ 27,646 | 52,204 | 31,451 |
Corporate-level activity | ||||||||
Operating income (loss): | ||||||||
Total operating income (loss) | (28,927) | (25,982) | (77,282) | (102,255) | ||||
Wealth Management | ||||||||
Revenue: | ||||||||
Total revenue | 165,032 | 169,135 | 494,104 | 486,021 | ||||
Wealth Management | Operating Segments | ||||||||
Revenue: | ||||||||
Total revenue | 165,032 | 169,135 | 494,104 | 486,021 | ||||
Operating income (loss): | ||||||||
Total operating income (loss) | 27,626 | 19,564 | 59,920 | 60,356 | ||||
Tax Software | ||||||||
Revenue: | ||||||||
Total revenue | 6,664 | 5,039 | 242,028 | 220,848 | ||||
Tax Software | Operating Segments | ||||||||
Revenue: | ||||||||
Total revenue | 6,664 | 5,039 | 242,028 | 220,848 | ||||
Operating income (loss): | ||||||||
Total operating income (loss) | $ (12,517) | $ (13,864) | $ 99,372 | $ 100,472 |
Segment Information and Reven_4
Segment Information and Revenue - Revenue by Major Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 171,696 | $ 174,174 | $ 736,132 | $ 706,869 |
Wealth Management | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 165,032 | 169,135 | 494,104 | 486,021 |
Wealth Management | Commission | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 41,788 | 52,961 | 132,278 | 157,197 |
Wealth Management | Transaction and fee | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 7,027 | 6,975 | 21,658 | 21,143 |
Wealth Management | Advisory | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 95,070 | 103,540 | 306,394 | 291,167 |
Wealth Management | Asset-based | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 21,147 | 5,659 | 33,774 | 16,514 |
Recognized upon transaction: | Wealth Management | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 19,175 | 23,585 | 60,186 | 69,594 |
Recognized upon transaction: | Wealth Management | Commission | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 17,868 | 22,372 | 56,373 | 65,815 |
Recognized upon transaction: | Wealth Management | Transaction and fee | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 1,307 | 1,213 | 3,813 | 3,779 |
Recognized over time: | Wealth Management | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 145,857 | 145,550 | 433,918 | 416,427 |
Recognized over time: | Wealth Management | Commission | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 23,920 | 30,589 | 75,905 | 91,382 |
Recognized over time: | Wealth Management | Transaction and fee | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 5,720 | 5,762 | 17,845 | 17,364 |
Recognized over time: | Wealth Management | Advisory | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 95,070 | 103,540 | 306,394 | 291,167 |
Recognized over time: | Wealth Management | Asset-based | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 21,147 | $ 5,659 | $ 33,774 | $ 16,514 |
Segment Information and Reven_5
Segment Information and Revenues - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 171,696 | $ 174,174 | $ 736,132 | $ 706,869 |
Tax Software | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 6,664 | 5,039 | 242,028 | 220,848 |
Tax Software | Consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,974 | 4,479 | 222,262 | 203,891 |
Tax Software | Professional | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 690 | 560 | 19,766 | 16,957 |
Tax Software | Recognized upon transaction: | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 6,499 | 4,849 | 238,671 | 218,517 |
Tax Software | Recognized upon transaction: | Consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,974 | 4,479 | 222,198 | 203,891 |
Tax Software | Recognized upon transaction: | Professional | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 525 | 370 | 16,473 | 14,626 |
Tax Software | Recognized over time: | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 165 | 190 | 3,357 | 2,331 |
Tax Software | Recognized over time: | Consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 64 | 0 |
Tax Software | Recognized over time: | Professional | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 165 | $ 190 | $ 3,293 | $ 2,331 |
Asset Acquisitions (Details)
Asset Acquisitions (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Asset acquisition, consideration transferred | $ 4.1 | |
Asset acquisition contingent consideration related to prior assets | $ 1.5 | |
Maximum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Maximum future contingent payments | $ 23.7 | $ 23.7 |
Customer Relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 15 years |
Debt - Schedule of Company's De
Debt - Schedule of Company's Debt (Details) - Senior Secured Credit Facility - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
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 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Aug. 05, 2022 | Apr. 26, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Apr. 25, 2021 | |
Debt Instrument [Line Items] | |||||
Loss on debt extinguishment and modification expense | $ 200,000 | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt outstanding | 0 | $ 0 | |||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt outstanding | 525,400,000 | 525,400,000 | |||
Senior Secured Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Amount available for future borrowings | $ 90,000,000 | $ 90,000,000 | |||
Voluntary prepayment of term loan | $ 35,000,000 | ||||
Senior Secured Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Credit facility | $ 90,000,000 | $ 65,000,000 | |||
Additional revolving credit commitments | 25,000,000 | ||||
Payments of debt issuance costs | $ 500,000 | ||||
Percentage of aggregate commitments draw | 30% | ||||
Senior Secured Credit Facility | Revolving Credit Facility | April 1, 2021 Through December 31, 2021 | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, leverage ratio | 4.75 | ||||
Senior Secured Credit Facility | Revolving Credit Facility | January 1, 2022 Through September 30, 2022 | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, leverage ratio | 4.25 | ||||
Senior Secured Credit Facility | Revolving Credit Facility | October 1, 2022 Through December 31, 2022 | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, leverage ratio | 4 | ||||
Senior Secured Credit Facility | Revolving Credit Facility | January 1, 2023 Through February 21, 2024 | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, leverage ratio | 3.50 | ||||
Senior Secured Credit Facility | Revolving Credit Facility | Minimum | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, commitment fee percentage | 0.35% | ||||
Senior Secured Credit Facility | Revolving Credit Facility | Maximum | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, commitment fee percentage | 0.40% | ||||
Senior Secured Credit Facility | Revolving Credit Facility | Eurodollar | Minimum | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 2% | ||||
Senior Secured Credit Facility | Revolving Credit Facility | Eurodollar | Maximum | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 2.50% | ||||
Senior Secured Credit Facility | Revolving Credit Facility | ABR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 1% | ||||
Senior Secured Credit Facility | Revolving Credit Facility | ABR | Maximum | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 1.50% | ||||
Senior Secured Credit Facility | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, periodic payment, principal | $ 500,000 | ||||
Variable interest rate | 6.30% | ||||
Senior Secured Credit Facility | Term Loan | Eurodollar | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 4% | ||||
Senior Secured Credit Facility | Term Loan | Eurodollar | Minimum | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 1% | ||||
Senior Secured Credit Facility | Term Loan | ABR | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 3% |
Leases - Operating Lease Expens
Leases - Operating Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lease, Cost [Abstract] | ||||
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 | $ 0 | $ 390 | $ 93 |
Leases - Supplement Balance She
Leases - Supplement Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Right-of-use assets, net | $ 19,753 | $ 20,466 |
Current lease liabilities | 5,112 | 4,896 |
Long-term lease liabilities | 31,176 | 33,267 |
Total operating lease liabilities | $ 36,288 | $ 38,163 |
Weighted-average remaining lease term (in years) | 9 years 8 months 12 days | 10 years 3 months 18 days |
Weighted-average discount rate | 5.40% | 5.40% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Remainder of 2022 | $ 1,307 | |
2023 | 5,289 | |
2024 | 5,184 | |
2025 | 5,086 | |
2026 | 4,256 | |
Thereafter | 26,172 | |
Total undiscounted cash flows | 47,294 | |
Imputed interest | (11,006) | |
Present value of cash flows | $ 36,288 | $ 38,163 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 10,640 | $ 13,138 |
Forgivable loans | 5,670 | 4,316 |
Other current assets | 3,360 | 1,022 |
Total prepaid expenses and other current assets | $ 19,670 | $ 18,476 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Salaries and related benefit expenses | $ 20,446 | $ 26,417 |
Accrued legal costs | 996 | 2,871 |
Accrued vendor and advertising costs | 4,812 | 3,777 |
Accrued taxes | 2,785 | 0 |
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 |
Honkamp Krueger Financial Services, Inc. | ||
Business Acquisition [Line Items] | ||
HKFS Contingent Consideration liability | $ 0 | $ 28,300 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jul. 01, 2020 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Payment of acquisition contingent liabilities | $ 14,548 | $ 13,150 | ||
Honkamp Krueger Financial Services, Inc. | ||||
Business Acquisition [Line Items] | ||||
Business combination purchase price | $ 104,400 | |||
Undiscounted contingent consideration | 60,000 | |||
Contingent consideration arrangement, maximum range per earn-out period | $ 30,000 | |||
Payment of acquisition contingent liabilities | $ 30,000 | |||
HKFS Contingent Consideration liability | $ 23,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value and Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Honkamp Krueger Financial Services, Inc. | ||
Liabilities | ||
HKFS Contingent Consideration liability | $ 23,000 | |
Fair Value Measurements, Recurring | ||
ASSETS | ||
Deferred compensation assets | 4,292 | |
Total assets at fair value | 8,619 | $ 4,293 |
Liabilities | ||
Deferred compensation liabilities | 4,292 | |
Total liabilities at fair value | 4,292 | 28,300 |
Fair Value Measurements, Recurring | Honkamp Krueger Financial Services, Inc. | ||
Liabilities | ||
HKFS Contingent Consideration liability | 0 | 28,300 |
Fair Value Measurements, Recurring | Money market and other funds | ||
ASSETS | ||
Cash equivalents: money market and other funds | 4,327 | 4,293 |
Fair Value Measurements, Recurring | Quoted prices in active markets using identical assets (Level 1) | ||
ASSETS | ||
Deferred compensation assets | 4,292 | |
Total assets at fair value | 8,619 | 4,293 |
Liabilities | ||
Deferred compensation liabilities | 4,292 | |
Total liabilities at fair value | 4,292 | 0 |
Fair Value Measurements, Recurring | Quoted prices in active markets using identical assets (Level 1) | Honkamp Krueger Financial Services, Inc. | ||
Liabilities | ||
HKFS Contingent Consideration liability | 0 | 0 |
Fair Value Measurements, Recurring | Quoted prices in active markets using identical assets (Level 1) | Money market and other funds | ||
ASSETS | ||
Cash equivalents: money market and other funds | 4,327 | 4,293 |
Fair Value Measurements, Recurring | Significant other observable inputs (Level 2) | ||
ASSETS | ||
Deferred compensation assets | 0 | |
Total assets at fair value | 0 | 0 |
Liabilities | ||
Deferred compensation liabilities | 0 | |
Total liabilities at fair value | 0 | 0 |
Fair Value Measurements, Recurring | Significant other observable inputs (Level 2) | Honkamp Krueger Financial Services, Inc. | ||
Liabilities | ||
HKFS Contingent Consideration liability | 0 | 0 |
Fair Value Measurements, Recurring | Significant other observable inputs (Level 2) | Money market and other funds | ||
ASSETS | ||
Cash equivalents: money market and other funds | 0 | 0 |
Fair Value Measurements, Recurring | Significant unobservable inputs (Level 3) | ||
ASSETS | ||
Deferred compensation assets | 0 | |
Total assets at fair value | 0 | |
Liabilities | ||
Deferred compensation liabilities | 0 | |
Total liabilities at fair value | 0 | 28,300 |
Fair Value Measurements, Recurring | Significant unobservable inputs (Level 3) | Honkamp Krueger Financial Services, Inc. | ||
Liabilities | ||
HKFS Contingent Consideration liability | 0 | 28,300 |
Fair Value Measurements, Recurring | Significant unobservable inputs (Level 3) | Money market and other funds | ||
ASSETS | ||
Cash equivalents: money market and other funds | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
HKFS contingent consideration earn-out payment | $ 23,000 | $ 22,980 | $ 30,000 |
Carrying Value | Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt instrument, fair value disclosure | 525,400 | 525,400 | 561,300 |
Fair Value | Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt instrument, fair value disclosure | $ 520,200 | $ 520,200 | $ 559,900 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Unobservable Inputs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 28,300 | $ 35,900 | |
Change in fair value | (5,320) | 22,400 | |
HKFS Contingent Consideration | $ (23,000) | (22,980) | (30,000) |
Ending balance | $ 0 | $ 0 | $ 28,300 |
Interest Expense and Other, N_3
Interest Expense and Other, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | ||||
Interest expense | $ 8,771 | $ 7,304 | $ 23,166 | $ 21,789 |
Amortization of debt issuance costs | 403 | 388 | 1,191 | 1,128 |
Amortization of debt discount | 302 | 290 | 893 | 851 |
Total interest expense | 9,476 | 7,982 | 25,250 | 23,768 |
Interest income and other | 273 | 313 | 457 | 434 |
Interest expense and other, net | $ 9,749 | $ 8,295 | $ 25,707 | $ 24,202 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit (expense) | $ 1,726 | $ 774 | $ (4,099) | $ (2,920) |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Net income (loss) | $ (21,841) | $ 39,425 | $ 34,620 | $ (27,803) | $ 31,608 | $ 27,646 | $ 52,204 | $ 31,451 |
Denominator: | ||||||||
Basic weighted average common shares outstanding (in shares) | 47,847 | 48,707 | 47,981 | 48,492 | ||||
Dilutive potential common shares (in shares) | 0 | 0 | 1,172 | 881 | ||||
Diluted weighted average common shares outstanding (in shares) | 47,847 | 48,707 | 49,153 | 49,373 | ||||
Net income (loss) per share: | ||||||||
Basic (in USD per share) | $ (0.46) | $ (0.57) | $ 1.09 | $ 0.65 | ||||
Diluted (in USD per share) | $ (0.46) | $ (0.57) | $ 1.06 | $ 0.64 | ||||
Shares excluded (in shares) | 3,384 | 4,616 | 921 | 2,076 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Oct. 31, 2022 USD ($) |
Subsequent Event | Tax Software Business | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations | |
Subsequent Event [Line Items] | |
Cash received from sale of business | $ 720 |