The following discussion provides an analysis of the Company's financial
condition, cash flows, and results of operations from management's perspective
and should be read in conjunction with our condensed consolidated financial
statements and accompanying notes thereto included under Part I, Item 1 and the
section titled "Cautionary Statement Regarding Forward-Looking Statements" in
this Form 10-Q, as well as with our consolidated financial statements,
accompanying notes thereto, and "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations" included in our Annual Report on
Form 10-K for the year ended December 31, 2021.

Overview

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

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, 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.

COVID-19 Pandemic

The extended COVID-19 pandemic has had a significant negative impact on the U.S.
and global economy and caused substantial disruption in the U.S. and global
securities markets, and as a result, has negatively impacted both our Wealth
Management and Tax Software businesses.

In our Wealth Management business, the amount of cash sweep revenue we generate
continues to be affected by the low interest rate environment. In response to
the economic and market disruption associated with the COVID-19 pandemic, the
Federal Reserve decreased the federal funds rate in 2020 and maintained a
low-interest rate environment in 2021, causing a significant decline in cash
sweep revenue. The Federal Reserve has signaled adjustments to monetary policy
that would increase the federal funds rates, which we expect would positively
impact cash sweep revenue. If the Federal Reserve does not increase, or further
decreases, the federal funds rates, cash sweep revenue would continue to be
negatively impacted.

                      Blucora, Inc. | Q1 2022 Form 10-Q 19
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In our Tax Software segment, the typical seasonality of our Tax Software
business has been affected by recent changes to tax filing deadlines. The
Internal Revenue Service ("IRS") delayed the start of the tax year 2020 tax
season and extended the filing and payment deadline for tax year 2020 federal
tax returns from April 15, 2021 to May 17, 2021 as a result of the COVID-19
pandemic. In addition, the IRS extended the federal filing and payment deadline
for Texas, Louisiana, and Oklahoma to June 15, 2021. Beyond federal filings, the
majority of states also extended their filing and payment deadlines for tax year
2020 state tax returns. This extension resulted in the shifting of a significant
portion of Tax Software segment revenue that would typically have been expected
to be earned in the first quarter to the second quarter of 2021. This change in
seasonality caused significant fluctuations in our quarterly financial results
and has affected the comparability of our financial results. As a result, the
results of operations for the Tax Software segment are not as comparable for the
three months ended March 31, 2022 and 2021 as they would have been in previous
years.

For additional information on the effects of the COVID-19 pandemic on our
results of operations for the selected periods, see "Results of Operations"
below. For more information related to the COVID-19 pandemic and its impact to
our businesses, see Part I, Item 1A and Part II, Item 7 of our Annual Report on
Form 10-K for the year ended December 31, 2021.

                      Blucora, Inc. | Q1 2022 Form 10-Q 20
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                             RESULTS OF OPERATIONS

Summary
($ in thousands)                                  Three Months Ended March 31,                         Change
                                                     2022                  2021                $                  %
Revenue:
Wealth Management                             $       166,403          $ 154,491          $ 11,912                  7.7  %
Tax Software                                          141,150            123,892            17,258                 13.9  %
Total revenue                                         307,553            278,383            29,170                 10.5  %
Operating income (loss):
Wealth Management                                      16,421             19,396            (2,975)               (15.3) %
Tax Software                                           58,030             50,888             7,142                 14.0  %
Corporate-level activity                              (29,408)           (33,055)            3,647                 11.0  %
Total operating income                                 45,043             37,229             7,814                 21.0  %
Interest expense and other, net                        (7,841)            (7,883)               42                  0.5  %
Income before income taxes                             37,202             29,346             7,856                 26.8  %
Income tax expense                                     (2,582)            (1,700)             (882)               (51.9) %
Net income                                    $        34,620          $  27,646          $  6,974                 25.2  %


For the three months ended March 31, 2022, compared to the three months ended
March 31, 2021, net income increased $7.0 million primarily due to the following
factors:

•Wealth Management segment operating income decreased $3.0 million primarily due
to higher payout ratios to financial professionals and incremental personnel
costs.

•Tax Software segment operating income increased $7.1 million primarily due to favorable increases in revenue per unit.

•Expenses within corporate-level activity decreased $3.6 million primarily due to reduced acquisition and integration costs.



•The Company recorded income tax expense of $2.6 million, an effective tax rate
of 6.9%, for the three months ended March 31, 2022, compared to income tax
expense of $1.7 million, an effective tax rate of 5.8%, for the three months
ended March 31, 2021.

                      Blucora, Inc. | Q1 2022 Form 10-Q 21
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                       SEGMENT REVENUE & OPERATING INCOME

The revenue and operating income amounts in this section are presented on a
basis consistent with accounting principles generally accepted in the United
States ("GAAP") and include certain reconciling items attributable to our
segments. We have two reportable segments: (1) the Wealth Management segment and
(2) the Tax Software segment. Segment information is presented on a basis
consistent with our current internal management financial reporting. We do not
allocate certain general and administrative costs (including personnel and
overhead costs), stock-based compensation, acquisition and integration costs,
depreciation, amortization of acquired intangible assets, or contested proxy and
other legal and consulting costs to the reportable segments. Such amounts are
reflected under the heading "Corporate-level activity." In addition, we do not
allocate interest expense and other, net, or income taxes to the reportable
segments.

Wealth Management
($ in thousands)            Three Months Ended March 31,                   Change
                            2022                       2021            $             %
Revenue              $      166,403                $ 154,491       $ 11,912         7.7  %
Operating income     $       16,421                $  19,396       $ (2,975)      (15.3) %
Segment margin                  9.9   %                 12.6  %

For the three months ended March 31, 2022, compared to the three months ended March 31, 2021, Wealth Management segment operating income decreased $3.0 million primarily due to the following factors:



•Wealth Management revenue increased $11.9 million primarily due to a $16.1
million increase in advisory revenue, partially offset by a $4.9 million
decrease in commission revenue. The increase in advisory revenue was primarily
from increased client asset levels compared to March 31, 2021. Commission
revenue was negatively impacted by unfavorable transaction activity and
volatility in global markets primarily as a result of Russia's invasion of
Ukraine and the measures taken in response, including sanctions imposed by
governments.

•Wealth Management operating expenses increased $14.9 million primarily due to a
$10.8 million increase in cost of revenue resulting from increased advisory fees
and commissions paid, coupled with $4.1 million of incremental personnel costs.
Increased payout ratios correlate with increased asset levels, the timing of
certain quarterly billings relative to the market impacts from Russia's invasion
of Ukraine, and the exit of lower producing financial professionals who were
concentrated at lower payout levels. Increased personnel costs reflect our
strategic investments to drive growth through enhanced service capabilities that
support our financial and tax professionals.

•Segment margin compression for the three months ended March 31, 2022, was
primarily due to the increase in operating expenses discussed above, coupled
with the impact of market volatility on our higher margin service offerings. For
the remainder of the year, we expect to incur incremental travel and conference
costs associated with reduced COVID-19 travel restrictions; however, we expect
for segment margin to increase as a result of the recently announced increase in
the federal funds rate.

                      Blucora, Inc. | Q1 2022 Form 10-Q 22
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Sources of Revenue



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

($ in thousands)                                                                         Three Months Ended March 31,                        Change
                                      Sources of Revenue         Primary Drivers            2022                  2021                $                  %
                                  Advisory                   - Advisory asset levels $      107,169           $  91,119          $ 16,050                17.6  %
  Financial professional-driven                              - Transactions
                                  Commission                 - Asset levels
                                                             - Product mix                   47,655              52,534            (4,879)               (9.3) %
                                                             - Cash balances
                                  Asset-based                - Interest rates
                                                             - Number of accounts
                                                             - Client asset levels            5,663               5,329               334                 6.3  %
          Other revenue                                      - Account activity
                                                             - Number of financial
                                  Transaction and fee         professionals
                                                             - Number of clients
                                                             - Number of accounts             5,916               5,509               407                 7.4  %
                                  Total revenue                                      $      166,403           $ 154,491          $ 11,912                 7.7  %
                                  Total recurring revenue                            $      143,737           $ 130,755          $ 12,982                 9.9  %
                                  Recurring revenue rate                                       86.4   %            84.6  %


Recurring revenue consists of advisory fees, trailing commissions, fees from
cash sweep programs, and certain transaction and fee revenue, all as described
further under the headings "Advisory revenue," "Commission revenue,"
"Asset-based revenue," and "Transaction and fee revenue," respectively. Certain
recurring revenues are associated with asset balances and fluctuate depending on
market values and current interest rates. Accordingly, our recurring revenue can
be negatively impacted by adverse external market conditions. However, we
believe recurring revenue is meaningful because it is not dependent upon
transaction volumes or other activity-based revenues, which are more difficult
to predict, particularly in declining or volatile markets.

Business Metrics
($ in thousands)                                    Three Months Ended March 31,                           Change
                                                     2022                   2021                    $                    %
Client assets balances:
Total client assets (1)                        $   86,144,055          $ 84,776,191          $  1,367,864                 1.6  %
Brokerage assets (1)                           $   45,222,763          $ 48,001,320          $ (2,778,557)               (5.8) %
Advisory assets (1)                            $   40,921,292          $ 36,774,871          $  4,146,421                11.3  %
Advisory assets as a percentage of total
client assets                                            47.5  %            

43.4 %



Number of financial professionals (in ones):
Independent financial professionals (2)                 3,376                 3,691                  (315)               (8.5) %
In-house/employee financial professionals (3)              33                    27                     6                22.2  %
Total number of financial professionals                 3,409                 3,718                  (309)               (8.3) %

Advisory and commission revenue per financial
professional (4)                               $         45.4          $       38.6          $        6.8                17.6  %


___________________________
(1)In connection with our ongoing integration of acquisitions, we refined the
methodology by which we calculate client assets to align the methodologies
within our Wealth Management segment for calculating such metrics. Specifically,
such changes to the methodology include alignment to one third party data
aggregator for assets not placed in custody with our clearing firm and to one
consistent set of logic for all assets and transaction types. We have not recast
client assets for prior periods to conform to our current presentation as we
believe the changes to the calculation to be immaterial.
(2)The number of independent financial professionals includes licensed financial
professionals that work with Avantax Wealth Management and operate as
independent contractors, as well as licensed referring representatives at CPA
firms (approximately 162) that partner with Avantax Planning Partners.
(3)The number of in-house/employee financial professionals includes licensed
financial planning consultants, all of which are affiliated with Avantax
Planning Partners.
(4)Calculation based on advisory and commission revenue for the three months
ended March 31, 2022 and 2021, respectively.

                      Blucora, Inc. | Q1 2022 Form 10-Q 23
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Client Assets. Total client assets include assets that we hold directly or
indirectly on behalf of clients under a safekeeping or custody arrangement or
for which we provide administrative services for clients. To the extent that we
provide more than one service for a client's assets, the value of the asset is
only counted once in the total amount of total client assets. Total client
assets include advisory assets, non-advisory brokerage accounts, annuities, and
mutual fund positions held directly with fund companies. These assets are not
reported on the Company's condensed consolidated balance sheets.

Advisory assets include client assets for which we provide investment advisory
and management services as a fiduciary under the Investment Advisers Act of
1940. Our compensation for providing such services is typically a fee-based on
the value of the advisory assets for each advisory client. These assets are not
reported on the Company's condensed consolidated balance sheets.

Brokerage assets represent total client assets other than advisory assets.

Total client assets increased $1.4 billion at March 31, 2022 compared to March 31, 2021 primarily due to $2.4 billion of favorable market change and reinvestment levels (primarily during 2021), partially offset by net client outflows of $1.0 billion. Net client outflows included net client inflows during the three months ended March 31, 2022 of $0.2 billion.



Advisory assets as a percentage of total client assets increased to 47.5% at
March 31, 2022, compared to 43.4% at March 31, 2021. This increase was primarily
driven by net client inflows of $3.4 billion, relating in part to our focus on
converting off platform, direct to fund assets when appropriate for the client,
to fee-based advisory platforms that include ongoing management and which incur
higher margins.

Financial Professionals. The number of our financial professionals decreased
8.3% at March 31, 2022 compared to March 31, 2021, with the decrease primarily
due to attrition related to lower revenue-producing financial professionals.
This attrition led to a 17.6% increase in advisory and commission revenue per
financial professional for the comparable periods. The decrease in the number of
financial professionals was partially offset by our continued recruitment and
onboarding of independent financial professionals.

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

Advisory asset balances were as follows (in thousands):


                                                           Three Months Ended March 31,                             Change
                                                            2022                     2021                   $                    %

Advisory assets-independent financial professionals $ 34,393,359

     $ 31,712,984          $ 2,680,375                 8.5  %
Advisory assets-in-house/employee financial
professionals                                             5,163,741                3,794,739            1,369,002                36.1  %
Retirement advisory assets-in-house financial
professionals                                             1,364,192                1,267,148               97,044                 7.7  %
Total advisory assets                               $    40,921,292             $ 36,774,871          $ 4,146,421                11.3  %

Blucora, Inc. | Q1 2022 Form 10-Q 24
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The activity within our advisory assets was as follows (in thousands):


                                        Three Months Ended March 31,
                                           2022                  2021
Balance, beginning of the period   $    42,179,051          $ 35,603,557
Net new advisory assets                  1,166,673               368,863

Market impact and other                 (2,424,432)              802,451
Balance, end of the period         $    40,921,292          $ 36,774,871
Advisory revenue                   $       107,169          $     91,119
Average advisory fee rate (1)                     25 bps            26 bps


_________________________

(1)For the three months ended March 31, 2022 and March 31, 2021, average advisory fee rate equals advisory revenue for the relevant quarterly period divided by the advisory asset balance at the beginning of the relevant quarterly period.



Compared to March 31, 2021, advisory assets increased $4.1 billion, driven by a
$3.4 billion increase in net new advisory assets, and reinvestment levels of
$0.7 billion. Net new advisory assets benefited from a focus on converting off
platform, direct to fund assets when appropriate for the client, to fee-based
advisory platforms that include ongoing management and which incur higher
margins. This increase in advisory assets resulted in a $16.1 million increase
in advisory revenue compared to the three months ended March 31, 2021. The
average advisory fee rates between the two periods were relatively flat.

For the three months ended March 31, 2022, advisory assets declined $1.3 billion
primarily due to volatility in global markets as a result of Russia's invasion
of Ukraine and the measures taken in response, including sanctions imposed by
governments.

Commission Revenue. The Wealth Management segment generates two types of
commissions: (1) transaction-based commissions and (2) trailing commissions.
Transaction-based commissions, which occur when clients trade securities or
purchase investment products, represent gross commissions generated by our
financial professionals. The level of transaction-based commissions can vary
from period-to-period based on the overall economic environment, number of
trading days in the reporting period, market volatility, interest rate
fluctuations, and investment activity of our financial professionals' clients.
We earn trailing commissions (a commission or fee that is paid periodically over
time) on certain mutual funds and variable annuities held by clients. Trailing
commissions are recurring in nature and are based on the market value of
investment holdings in trail-eligible assets.

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


                                  Three Months Ended March 31,                    Change
                                       2022                    2021           $             %
By product category:
Mutual funds               $        19,383                  $ 23,694      $ (4,311)      (18.2) %
Variable annuities                  16,297                    18,022        (1,725)       (9.6) %
Insurance                            3,724                     5,625        (1,901)      (33.8) %
General securities                   8,251                     5,193         3,058        58.9  %

Total commission revenue   $        47,655                  $ 52,534      $ (4,879)       (9.3) %

By type of commission:
Transaction-based          $        20,624                  $ 22,367      $ (1,743)       (7.8) %
Trailing                            27,031                    30,167        (3,136)      (10.4) %
Total commission revenue   $        47,655                  $ 52,534      $ (4,879)       (9.3) %


For the three months ended March 31, 2022, compared to the three months ended
March 31, 2021 transaction-based commission revenue and trailing commission
revenue decreased $1.7 million and $3.1 million, respectively. These decreases
were primarily due to unfavorable transaction activity and volatility in global
markets as a result of Russia's invasion of Ukraine and the measures taken in
response, including sanctions imposed by governments.

                      Blucora, Inc. | Q1 2022 Form 10-Q 25
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Asset-Based Revenue. Asset-based revenue primarily includes fees from financial product manufacturer sponsorship programs, cash sweep programs, asset-based retirement plan service fees, and other asset-based revenues.



For the three months ended March 31, 2022, compared to the three months ended
March 31, 2021, asset-based revenue increased $0.3 million, primarily a result
of incremental revenue generated from financial product manufacturer sponsorship
programs. Interest rates during the two comparable periods were consistent,
resulting in flat cash sweep revenue between the periods.

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



For the three months ended March 31, 2022, compared to the three months ended
March 31, 2021, transaction and fee revenue increased $0.4 million, primarily
due to incremental revenue generated from financial professional support fees.

Tax Software
($ in thousands)            Three Months Ended March 31,                   Change
                            2022                       2021            $             %
Revenue              $      141,150                $ 123,892       $ 17,258        13.9  %
Operating income     $       58,030                $  50,888       $  7,142        14.0  %
Segment margin                 41.1   %                 41.1  %


For the three months ended March 31, 2022, compared to the three months ended
March 31, 2021, Tax Software operating income increased $7.1 million due to the
following factors:

•Tax Software revenue increased $17.3 million due to a $14.7 million increase in
consumer revenue and a $2.6 million increase in professional revenue. Revenue
during the three months ended March 31, 2022 benefited primarily from higher
revenue per unit, which we expect to continue into the second quarter of 2022.

•Tax Software operating expenses increased $10.1 million primarily due to increased investments in seasonal customer care support and tax experts and an increase in strategic advertising and marketing spend.

Sources of Revenue

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

We classify Tax Software revenue into two different categories: consumer revenue
and professional revenue. Consumer revenue is derived from products and services
sold to directly customers primarily for the preparation of individual or
business tax returns. Professional revenue represents Tax Software revenue
derived from products sold to tax return preparers who utilize our offerings to
service end-user customers.

Revenue by category was as follows (in thousands):


                                    Three Months Ended March 31,                   Change
                                        2022                   2021            $             %
Consumer                     $       125,261                $ 110,567      $ 14,694        13.3  %
Professional                          15,889                   13,325         2,564        19.2  %
Total Tax Software revenue   $       141,150                $ 123,892      $ 17,258        13.9  %

Blucora, Inc. | Q1 2022 Form 10-Q 26
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Business Metrics



We measure the performance of our Tax Software business using three sets of
non-financial metrics, which we consider to be important indicators of the
performance of our Tax Software business and are especially relevant through the
end of a completed tax season. These non-financial metrics include key
performance indicators for our total Tax Software business, in addition to the
consumer and professional tax software portions of the Tax Software business:

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

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



•We measure our professional tax software customers using three metrics: (1) the
number of accepted federal tax e-files made through our software, (2) the number
of units sold, and (3) the number of e-files per unit sold.

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

Corporate-Level Activity



Certain corporate-level activity, including certain general and administrative
costs (such as personnel and overhead costs), stock-based compensation,
acquisition and integration costs, depreciation, amortization of acquired
intangible assets, and contested proxy and other legal and consulting costs, is
not allocated to our reportable segments.

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


                                                        Three Months Ended March 31,                        Change
                                                           2022                  2021                $                  %
Unallocated corporate-level general and
administrative expenses                             $         7,292          $   5,694          $  1,598                28.1  %
Stock-based compensation                                      6,225              5,610               615                11.0  %
Acquisition and integration                                   1,666              8,103            (6,437)              (79.4) %
Depreciation                                                  4,674              3,243             1,431                44.1  %
Amortization of acquired intangible assets                    6,631              7,175              (544)               (7.6) %
Contested proxy and other legal and consulting
costs                                                         2,920              3,230              (310)               (9.6) %

Total corporate-level activity                      $        29,408          $  33,055          $ (3,647)              (11.0) %


For the three months ended March 31, 2022, compared to the three months ended
March 31, 2021, corporate-level activity decreased $3.6 million primarily due to
the following factors:

•Acquisition and integration expenses decreased $6.4 million, primarily due to a
$4.6 million decrease in the fair value adjustment recorded for the HKFS
Contingent Consideration liability, and a $1.8 million decrease in professional
services and other expenses due to a reduction in integration activities.

•Unallocated general and administrative expenses increased $1.6 million primarily due to incremental personnel costs.

•Depreciation expense increased $1.4 million primarily due to capitalized software costs for our Tax Software business.

Blucora, Inc. | Q1 2022 Form 10-Q 27
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                               OPERATING EXPENSES

Cost of Revenue
($ in thousands)               Three Months Ended March 31,                   Change
                               2022                       2021            $             %
Wealth Management       $      119,874                $ 108,623       $ 11,251        10.4  %
Tax Software                     9,426                    5,578          3,848        69.0  %

Total cost of revenue   $      129,300                $ 114,201       $ 15,099        13.2  %
Percentage of revenue             42.0   %                 41.0  %


Cost of revenue consists of costs related to our Wealth Management and Tax
Software businesses, which include commissions and advisory fees paid to
independent financial professionals, payments made to CPA firms under fee
sharing arrangements, amortization of forgivable loans issued to our financial
professionals, third-party costs, and costs associated with the technical
support team and the operation of our data centers. Data center costs include
personnel expenses, the cost of temporary help and contractors, professional
services fees, software support and maintenance, bandwidth and hosting costs,
and depreciation (including depreciation related to software development costs
in the Tax Software segment). Cost of revenue does not include compensation paid
to in-house/employee financial professionals in our Wealth Management business.
The compensation of our in-house/employee financial professionals is reflected
in "Sales and marketing" expense.

For the three months ended March 31, 2022, compared to the three months ended
March 31, 2021, cost of revenue increased $15.1 million, primarily due to an
increase in advisory fees and commissions paid to financial professionals
associated with incremental Wealth Management revenues. Payout ratios for the
same period also increased due to the number of financial professionals earning
higher payout levels, the exit of lower producing financial professionals who
were concentrated at lower payout levels, and the alignment of our payout grids.
Higher payout ratios are expected to continue in the near term as we continue to
grow and scale our business. Furthermore, the Tax Software business had
increased personnel costs and depreciation of capitalized software during such
period. Continued investments in internally developed software for the Tax
Software segment are expected to result in increased depreciation in future
periods.

Engineering and Technology
($ in thousands)                     Three Months Ended March 31,                    Change
                                    2022                          2021           $            %
Engineering and technology    $       8,504                    $ 7,128       $ 1,376        19.3  %
Percentage of revenue                   2.8   %                    2.6  %


Engineering and technology expenses are associated with the research,
development, support, and ongoing enhancements of our offerings, which include
personnel expenses, the cost of temporary help and contractors, software support
and maintenance, bandwidth and hosting, and professional services fees.
Engineering and technology expenses do not include the costs of computer
hardware and software that are capitalized, depreciated over their useful lives,
and recognized on the consolidated statements of operations as either "Cost of
Revenue" or "Depreciation." For more information, see the "Cost of Revenue" and
"Depreciation and Amortization of Acquired Intangible Assets" sections contained
within this discussion of "Operating Expenses."

For the three months ended March 31, 2022, compared to the three months ended
March 31, 2021, engineering and technology expenses increased $1.4 million
primarily due to increases in personnel expenses in our Tax Software segment.

Sales and Marketing
($ in thousands)               Three Months Ended March 31,                  Change
                              2022                        2021            $           %
Sales and marketing     $      84,403                  $ 77,562       $ 6,841       8.8  %
Percentage of revenue            27.4   %                  27.9  %


Sales and marketing expenses primarily consist of marketing expenses associated
with our Tax Software business (including expenses related to marketing agencies
and media companies) and our Wealth Management business, personnel expenses,
compensation paid to Avantax Planning Partners in-house/employee financial
professionals, the cost of temporary help and contractors, and back-office
processing support expenses for our Wealth Management business.

                      Blucora, Inc. | Q1 2022 Form 10-Q 28
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For the three months ended March 31, 2022, compared to the three months ended
March 31, 2021, sales and marketing expenses increased $6.8 million primarily
due to a $3.6 million increase in personnel costs across both segments, and a
$2.6 million increase in strategic advertising and marketing costs in our Tax
Software business.

General and Administrative
($ in thousands)                     Three Months Ended March 31,                   Change
                                    2022                        2021            $            %
General and administrative    $      29,075                  $ 24,685       $ 4,390        17.8  %
Percentage of revenue                   9.5   %                   8.9  %

General and administrative ("G&A") expenses primarily consist of personnel expenses, the cost of temporary help and contractors, professional services fees, general business development and management expenses, occupancy and general office expenses, business taxes, and insurance expenses.



For the three months ended March 31, 2022, compared to the three months ended
March 31, 2021, G&A expenses increased $4.4 million primarily due to incremental
personnel costs and hardware and software support and maintenance fees.

Acquisition and Integration
($ in thousands)                                 Three Months Ended March 31,                        Change
                                                   2022                  2021                $                  %

Change in the fair value of HKFS Contingent
Consideration                                $       1,700           $   6,300          $ (4,600)               (73.0) %
Professional services and other expenses               (34)              1,803            (1,837)              (101.9) %
Total acquisition and integration            $       1,666           $   8,103          $ (6,437)               (79.4) %
Percentage of revenue                                  0.5   %             2.9  %


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

For the three months ended March 31, 2022, acquisition and integration expenses
decreased $6.4 million, primarily due to a $4.6 million decrease in the fair
value adjustment recorded for the HKFS Contingent Consideration liability, and a
$1.8 million decrease in professional services and other expenses due to a
reduction in integration activities.

Depreciation and Amortization of Acquired Intangible Assets
($ in thousands)                                Three Months Ended March 31,                       Change
                                                  2022                  2021                $                  %
Depreciation                                $       2,931           $   2,300          $    631                27.4  %
Amortization of acquired intangible assets          6,631               7,175              (544)               (7.6) %
Total depreciation and amortization of
acquired intangible assets                  $       9,562           $   9,475          $     87                 0.9  %
Percentage of revenue                                 3.1   %             3.4  %

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

For the three months ended March 31, 2022, compared to the three months ended March 31, 2021, depreciation and amortization expense did not materially change.

Blucora, Inc. | Q1 2022 Form 10-Q 29
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                        INTEREST EXPENSE AND OTHER, NET

($ in thousands)                                Three Months Ended March 31,                       Change
                                                  2022                  2021                $                  %
Interest expense                            $        7,130          $   7,183          $    (53)               (0.7) %
Amortization of debt issuance costs                    389                363                26                 7.2  %
Amortization of debt discount                          292                277                15                 5.4  %
Total interest expense                               7,811              7,823               (12)               (0.2) %
Interest income and other                               30                 60               (30)              (50.0) %

Interest expense and other, net             $        7,841          $   7,883          $    (42)               (0.5) %


For the three months ended March 31, 2022, compared to the three months ended March 31, 2021, interest expense and other, net, did not materially change.


                                  INCOME TAXES

We recorded income tax expense of $2.6 million and $1.7 million for the three
months ended March 31, 2022, and 2021, respectively. The prior period interim
tax provision was prepared by applying a year-to-date effective tax rate to
income before income taxes. The current period interim tax provision was
prepared by applying an estimated annual effective tax rate to income before
income taxes and by calculating the tax effect of discrete items recognized
during the quarter (if applicable).

Our effective income tax rate for the three months ended March 31, 2022, and
March 31, 2021 differed from the 21% statutory rate primarily due to the release
of valuation allowances and the effect of state income taxes. We maintain a
valuation allowance for federal net operating loss carryforwards that we have
concluded it is more likely than not that the related deferred tax benefits will
not be realized. This valuation allowance does not prevent us from utilizing
unexpired net operating losses to offset taxable income in future periods. The
majority of these net operating losses will either be utilized or expire between
2022 and 2024.

                      Blucora, Inc. | Q1 2022 Form 10-Q 30
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                          NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA



We define Adjusted EBITDA as net income (loss), determined in accordance with
GAAP, excluding the effects of stock-based compensation, depreciation and
amortization of acquired intangible assets, interest expense and other, net,
acquisition and integration costs, contested proxy and other legal and
consulting costs, and income tax expense. Interest expense and other, net
primarily consists of interest expense, net. Acquisition and integration costs
primarily relate to the acquisitions of Avantax Planning Partners and 1st
Global.

We believe that Adjusted EBITDA provides meaningful supplemental information
regarding our performance. We use this non-GAAP financial measure for internal
management and compensation purposes, when publicly providing guidance on
possible future results, and as a means to evaluate period-to-period
comparisons. We believe that Adjusted EBITDA is a common measure used by
investors and analysts to evaluate our performance, that it provides a more
complete understanding of the results of operations and trends affecting our
business when viewed together with GAAP results, and that management and
investors benefit from referring to this non-GAAP financial measure. Items
excluded from Adjusted EBITDA are significant and necessary components to the
operations of our business and, therefore, Adjusted EBITDA should be considered
as a supplement to, and not as a substitute for or superior to, GAAP net income
(loss). Other companies may calculate Adjusted EBITDA differently and,
therefore, our Adjusted EBITDA may not be comparable to similarly titled
measures of other companies.

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


                                                                            Three Months Ended March 31,
($ in thousands)                                                               2022                  2021
Net income                                                              $        34,620          $  27,646
Stock-based compensation                                                          6,225              5,610
Depreciation and amortization of acquired intangible assets                      11,305             10,418
Interest expense and other, net                                                   7,841              7,883

Acquisition and integration-Excluding change in the fair value of HKFS Contingent Consideration

                                                            (34)             1,803

Acquisition and integration-Change in the fair value of HKFS Contingent Consideration

                                                                     1,700              6,300

Contested proxy and other legal and consulting costs                              2,920              3,230
Income tax expense                                                                2,582              1,700
Adjusted EBITDA                                                         $        67,159          $  64,590

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



We define Non-GAAP Net Income (Loss) as net income (loss), determined in
accordance with GAAP, excluding the effects of stock-based compensation,
amortization of acquired intangible assets, acquisition and integration costs,
contested proxy and other legal and consulting costs, the related cash tax
impact of those adjustments, and non-cash income tax (benefit) expense. We
exclude the non-cash portion of income taxes because of our ability to offset a
substantial portion of our cash tax liabilities by using deferred tax assets,
which primarily consist of U.S. federal net operating losses. The majority of
these net operating losses will expire, if not utilized, between 2022 and 2024.

We believe that Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per
share provide meaningful supplemental information to management, investors, and
analysts regarding our performance and the valuation of our business by
excluding items in the statement of operations that we do not consider part of
our ongoing operations or that have not been, or are not expected to be, settled
in cash. Additionally, we believe that Non-GAAP Net Income (Loss) and Non-GAAP
Net Income (Loss) per share are common measures used by investors and analysts
to evaluate our performance and the valuation of our business. Non-GAAP Net
Income (Loss) and Non-GAAP Net Income (Loss) per share should be evaluated in
light of our financial results prepared in accordance with GAAP and should be
considered as a supplement to, and not as a substitute for or superior to, GAAP
net income (loss) and GAAP net income (loss) per share. Other companies may
calculate Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per share
differently, and, therefore, these measures may not be comparable to similarly
titled measures of other companies.

                      Blucora, Inc. | Q1 2022 Form 10-Q 31
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A reconciliation of GAAP net income (loss) and GAAP net income (loss) per share,
which we believe to be the most comparable GAAP measures, to Non-GAAP Net Income
(Loss) and Non-GAAP Net Income (Loss) per share, respectively, is presented
below:
($ in thousands)                                                            

Three Months Ended March 31,


                                                                               2022                  2021
Net income                                                              $        34,620          $  27,646
Stock-based compensation                                                          6,225              5,610
Amortization of acquired intangible assets                                        6,631              7,175

Acquisition and integration-Excluding change in the fair value of HKFS Contingent Consideration

                                                            (34)             1,803

Acquisition and integration-Change in the fair value of HKFS Contingent Consideration

                                                                     1,700              6,300

Contested proxy and other legal and consulting costs                              2,920              3,230

Cash tax impact of adjustments to GAAP net income                                  (959)              (543)
Non-cash income tax (benefit) expense                                             1,506               (269)
Non-GAAP Net Income                                                     $        52,609          $  50,952
Per diluted share:
Net income (1)                                                          $          0.70          $    0.56
Stock-based compensation                                                           0.13               0.11
Amortization of acquired intangible assets                                         0.13               0.15

Acquisition and integration-Excluding change in the fair value of HKFS Contingent Consideration

                                                              -               0.04

Acquisition and integration-Change in the fair value of HKFS Contingent Consideration

                                                                      0.03               0.13

Contested proxy and other legal and consulting costs                               0.06               0.07

Cash tax impact of adjustments to GAAP net income                                 (0.02)             (0.01)
Non-cash income tax (benefit) expense                                              0.03              (0.01)
Non-GAAP Net Income per share - Diluted                                 $          1.06          $    1.04
Diluted weighted average shares outstanding                                      49,747             49,097


____________________________


(1)Any difference in the "per diluted share" amounts between this table and the
condensed consolidated statements of operations is due to using different
diluted weighted average shares outstanding in the event that there is GAAP net
loss but Non-GAAP Net Income and vice versa.

                      Blucora, Inc. | Q1 2022 Form 10-Q 32
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                        LIQUIDITY AND CAPITAL RESOURCES

Cash and Cash Equivalents



Our principal source of liquidity is our cash and cash equivalents. As of
March 31, 2022, we had cash and cash equivalents of $144.2 million. We generally
invest our excess cash in money market funds that are made up of securities
issued by agencies of the U.S. government. We may invest, from time-to-time, in
other vehicles, such as debt instruments issued by the U.S. federal government
and its agencies, international governments, municipalities, and publicly held
corporations, as well as commercial paper and insured time deposits with
commercial banks. Specific holdings can vary from period to period depending
upon our cash requirements. Our financial instrument investments held at
March 31, 2022 had minimal default risk and short-term maturities.

Our Avantax Wealth Management broker-dealer subsidiary operates in a highly
regulated industry and is subject to various regulatory capital requirements.
Failure to meet minimum capital requirements can initiate certain mandatory and
possible additional discretionary actions by regulators that, if undertaken,
could have substantial monetary and non-monetary impacts on Avantax Wealth
Management operations. As of March 31, 2022, Avantax Wealth Management met all
capital adequacy requirements to which it was subject.

Historically, we have financed our operations primarily from cash provided by
operating activities and access to credit markets. Our historical uses of cash
have been funding our operations, servicing our debt obligations, capital
expenditures, acquisitions that enhance our strategic position, financial
professional loans, contingent consideration associated with our acquisitions,
and share repurchases under share repurchase programs. For at least the next
twelve months, we plan to finance these cash needs and our regulatory capital
requirements at our broker-dealer subsidiary largely through our cash and cash
equivalents on hand and cash provided by operating activities. Execution of our
growth strategies in our Wealth Management business through strategic asset
acquisitions is expected to remain a capital allocation priority during the next
twelve months. However, the underlying levels of revenues and expenses that we
project may not prove to be accurate, and, from time to time, we may make a
determination to draw on the Revolver (as defined below) or increase the
principal amount of the Term Loan (as defined below) to meet our capital
requirements, subject to customary terms and conditions. Our future investments
in our business through capital expenditures or acquisitions, or our return of
capital to stockholders through stock repurchases, will be determined after
considering the best interests of our stockholders.

Since our results of operations are sensitive to various factors, including,
among others, the level of competition we face, regulatory and legal impacts,
and political and economic conditions, such factors could adversely affect our
liquidity and capital resources. In addition, due to the COVID-19 pandemic, we
have experienced and may continue to experience near- to mid-term volatility in
our results of operations that could further increase our liquidity needs. Due
to this volatility, we have taken several measures to ensure proper liquidity
levels and are maintaining flexibility in our cash flows. In July 2020, we
increased the principal outstanding under our Term Loan to fund the acquisition
of Avantax Planning Partners and provide additional working capital flexibility.
In addition, in April 2021, we increased the amount available for borrowings
under the Revolver from $65.0 million to $90.0 million. Overall, we believe
these measures provide us with the capital flexibility to satisfy our
obligations, fund our operations, and invest in our business.

Indebtedness



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
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").

As of March 31, 2022, we had $560.9 million in principal amount outstanding
under the Term Loan and no amounts outstanding under the New Revolver. Based on
aggregate loan commitments as of March 31, 2022, approximately $90.0 million was
available for future borrowing at March 31, 2022 under the Senior Secured Credit

                      Blucora, Inc. | Q1 2022 Form 10-Q 33
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Facility, subject to customary terms and conditions. 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.

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 March 31, 2022, the
applicable interest rate on the Term Loan was 5.0%. 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.

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

Obligations under the Senior Secured Credit Facility are guaranteed by certain
of the Company's subsidiaries and secured by substantially all the assets of the
Company and certain of its subsidiaries (including certain subsidiaries acquired
in the acquisition of Avantax Planning Partners and certain other material
subsidiaries). The Senior Secured Credit Facility includes financial and
operating covenants (including a Consolidated Total Net Leverage Ratio), which
are set forth in detail in the Credit Agreement.

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

Except as described above, the New Revolver has substantially the same terms as
the previous Revolver, including certain covenants and events of default. The
Company was in compliance with the debt covenants of the Senior Secured Credit
Facility as of March 31, 2022.

For additional information on the Term Loan, the New Revolver, and the Credit Agreement, see "Item 1. Financial Statements-Note 5."

Stock Repurchase Plan



As of December 31, 2021, we had $100.0 million authorized under our stock
repurchase plan. Pursuant to the stock repurchase plan, share repurchases may be
made through a variety of methods, including open market or privately negotiated
transactions. The timing and number of shares repurchased will depend on a
variety of factors, including price, general business and market conditions, and
alternative investment opportunities. Our repurchase program does not obligate
us to repurchase any specific number of shares, may be suspended or discontinued
at any time, and does not have a specified expiration date. Any repurchases of
our stock pursuant to the stock repurchase plan may materially reduce the amount
of cash we have available and may not materially enhance the long-term value of
our business or our stock.

For the three months ended March 31, 2022, we repurchased approximately 1.6 million shares of our common stock under the stock repurchase plan for an aggregate purchase price of approximately $30.5 million. The

Blucora, Inc. | Q1 2022 Form 10-Q 34
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remaining authorized amount under the stock repurchase plan as of March 31, 2022, was approximately $69.5 million. For the three months ended March 31, 2021, we did not repurchase any shares of our common stock under the stock repurchase plan.



Subsequent to March 31, 2022, and through the date of this filing, we
repurchased an additional 0.2 million shares of our common stock under the stock
repurchase plan for an aggregate purchase price of approximately $4.5 million.
Subject to the terms of our Credit Agreement, a portion of our future capital
requirements over the next twelve months may encompass share repurchases under
this plan.

Contractual Obligations and Commitments

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



The HKFS Contingent Consideration to be paid is determined based on advisory
asset levels and the achievement of certain performance goals (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 would be required to pay for each earn-out
period is $30.0 million. If the asset market values on the applicable
measurement date fall below certain specified thresholds, no payment of
consideration is owed to the Sellers for such period.

Based on advisory asset levels and the achievement of performance goals for the
first earn-out period specified in the HKFS Purchase Agreement, we paid the full
$30.0 million in the third quarter of 2021. The estimated fair value of the HKFS
Contingent Consideration liability for the second earn-out period was $30.0
million as of March 31, 2022 and is included within "Accrued expenses and other
current liabilities" on the condensed consolidated balance sheets. We expect to
pay the full $30.0 million in the third quarter of 2022.

In addition, the Company has entered into several asset purchase agreements that
are accounted for as asset acquisitions. These acquisitions may include up-front
cash consideration, fixed deferred cash consideration, and contingent
consideration arrangements. Future fixed payments are recognized as customer
relationship intangible assets on the date of acquisition. Contingent
consideration arrangements encompass obligations to make future payments to
sellers contingent upon the achievement of future financial targets. These
contingent payments are not recognized until all contingencies are resolved and
the consideration is paid. As of March 31, 2022, the maximum future fixed and
contingent payments associated with these asset acquisitions was $17.0 million,
with specified payment dates from 2022 through 2026.

                      Blucora, Inc. | Q1 2022 Form 10-Q 35
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Cash Flows

Our cash flows were comprised of the following (in thousands):

Three Months Ended March 31,


                                                                 2022                 2021             $ Change
Net cash provided by operating activities                   $   47,343            $  53,722          $  (6,379)
Net cash used by investing activities                           (5,482)              (9,185)             3,703
Net cash used by financing activities                          (32,463)              (1,255)           (31,208)

Net increase in cash, cash equivalents, and restricted cash $ 9,398

$ 43,282 $ (33,884)

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