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(Exact name of registrant as specified in its charter)
iDelaware
i91-1718107
(State
or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
i3200 Olympus Blvd, Suite 100, iDallas, iTexasi75019
(Address of principal executive offices) (Zip Code)
(i972) i870-6400
(Registrant’s telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock, par value $0.0001 per share
iAVTA
iNASDAQ
Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ýiYeso No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ýiYeso No
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
iLarge accelerated filer
ý
Accelerated
filer
☐
Non-accelerated filer
☐
Smaller reporting company
i☐
Emerging growth company
i☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes iý No
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
This
report includes some of the trademarks, trade names, and service marks of Avantax, Inc. (referred to throughout this report as“Avantax,” the “Company,”“we,”“us,” or “our”), including Avantax Wealth Management, Avantax Planning Partners, Avantax Retirement Plan Services, HD Vest, 1st Global, and HKFS. Each one of these trademarks, trade names, or service marks is either (i) our registered trademark, (ii) a trademark for which we have a pending application, (iii) a trade name or service mark for which we claim common law rights, or (iv) a registered trademark or application for registration that we have been authorized by a third party to use.
Solely for
convenience, the trademarks, service marks, and trade names included in this report are without the ®, ™, or other applicable symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks, and trade names. This report may also include additional trademarks, service marks, and trade names of others, which are the property of their respective owners. All trademarks, service marks, and trade names included in this report are, to our knowledge, the property of their respective owners.
References to our or our subsidiaries’ website addresses or the website
addresses of third parties in this report do not constitute incorporation by reference of the information contained on such websites and should not be considered part of this report.
This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Many of the forward-looking statements are located in Part I, Item 2 of this Form 10-Q under the heading “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “anticipates,”“believes,”“plans,”“expects,”“future,”“intends,”“may,”“will,”“would,”“could,”“should,”“estimates,”“predicts,”“potential,”“continues,”“target,”“outlook,” and similar terms and expressions, but the absence of these words does not mean that the statement is not forward-looking. Actual results may differ significantly from management’s expectations due to various risks and uncertainties including, but not limited to:
•our ability
to effectively compete within our industry;
•our ability to generate strong performance for our clients and the impact of the financial markets on our clients’ portfolios;
•our expectations concerning the revenues we generate from fees associated with the financial products that we distribute;
•our ability to attract and retain financial professionals, employees, and clients, as well as our ability to provide strong client service;
•the impact of significant interest rate changes;
•our ability to maintain our relationships with third-party partners, providers, suppliers, vendors, distributors, contractors, financial institutions,
industry associations, and licensing partners, and our expectations regarding and reliance on the products, tools, platforms, systems, and services provided by these third parties;
•political and economic conditions and events that directly or indirectly impact the wealth management industry;
•our ability to respond to rapid technological changes, including our ability to successfully release new products and services or improve upon existing products and services;
•our future capital requirements and the availability of financing, if necessary;
•the impact of new or changing legislation and regulations (or interpretations thereof) on our business, including our ability to successfully address and
comply with such legislation and regulations (or interpretations thereof) and increased costs, reductions of revenue, and potential fines, penalties, or disgorgement to which we may be subject as a result thereof;
•risks, burdens, and costs, including fines, penalties, or disgorgement, associated with our business being subjected to regulatory inquiries, investigations, or initiatives, including those of the Financial Industry Regulatory Authority, Inc. and the Securities and Exchange Commission (the“SEC”);
•any compromise of confidentiality, availability, or integrity of information, including cyberattacks;
•risks associated with legal proceedings,
including litigation and regulatory proceedings;
•our ability to close, finance, and realize all of the anticipated benefits of acquisitions, as well as our ability to integrate the operations of recently acquired businesses, and the potential impact of such acquisitions on our existing indebtedness and leverage;
•our ability to retain employees and acquired client assets following acquisitions;
•our ability to manage leadership and employee transitions, including costs and time burdens on management and our board of directors related thereto;
•our ability to develop, establish, and maintain strong brands;
•our ability to comply
with laws and regulations regarding privacy and protection of user data;
•our assessments and estimates that determine our effective tax rate;
•our ability to protect our intellectual property and the impact of any claim that we infringed on the intellectual property rights of others;
Avantax, Inc. | Q2 2023 Form 10-Q 3
•risks related to goodwill and acquired intangible asset impairment;
•our failure to realize the expected benefits of the sale of our former tax software business (the “TaxAct
Sale”);
•disruptions to our business and operations resulting from our compliance with the terms of the transition services agreement entered into in connection with the TaxAct Sale; and
•our ability to mitigate and manage risks caused by yield curve, duration and interest rate fluctuations, and other macroeconomic factors upon our business and financing arrangements through derivative transactions pursuant to our recently implemented hedging policy.
Forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors that may cause our results, levels of activity, performance, achievements, and prospects to be materially different from those expressed or implied by such forward-looking
statements. These risks, uncertainties, and other factors include, among others, the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as well as in our other filings with the SEC. All forward-looking statements speak only as of the date of this Form 10-Q. We do not undertake any obligation and do not intend to update or revise any forward-looking statement to reflect new information, events, or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events, except as required by law.
Common
stock, par value $ii0.0001/ per share—ii900,000/
shares authorized; i43,463 shares issued and i37,118 shares outstanding as of June 30, 2023; i51,260
shares issued and i48,079 shares outstanding as of December 31, 2022
Less:
Income from discontinued operations, net of income taxes
i1,921
i69,646
Income
from continuing operations
i3,333
i4,399
Adjustments
to reconcile income from continuing operations to net cash from operating activities:
Depreciation and amortization of acquired intangible assets
i19,745
i18,178
Stock-based
compensation
i11,093
i9,818
Change in the
fair value of acquisition-related contingent consideration
i—
(i5,320)
Reduction
of right-of-use lease assets
i805
i715
Deferred
income taxes
(i858)
(i1,023)
Amortization
of debt discount and issuance costs
i440
i—
Accretion
of lease liabilities
i948
i1,020
Other
non-cash items
i2,739
i2,575
Changes
in operating assets and liabilities, net of acquisitions and disposals:
Accounts receivable, net
(i992)
i4,430
Commissions
and advisory fees receivable
(i1,326)
i3,859
Prepaid
expenses and other current assets
(i14,531)
(i2,333)
Other
long-term assets
(i5,406)
(i8,816)
Accounts
payable
(i5,359)
(i4,178)
Commissions
and advisory fees payable
i1,054
(i4,316)
Lease
liabilities
(i2,620)
(i2,491)
Deferred
revenue
i617
(i443)
Accrued
expenses and other current and long-term liabilities
(i84,901)
(i1,166)
Net
cash provided (used) by operating activities from continuing operations
(i75,219)
i14,908
Investing
activities:
Purchases of property, equipment, and software
(i5,499)
(i9,019)
Asset
acquisitions
(i5,451)
(i1,858)
Net
cash used by investing activities from continuing operations
(i10,950)
(i10,877)
Financing
activities:
Proceeds from credit facilities, net of debt discount and issuance costs
i261,543
i—
Payments
on credit facilities
(i1,688)
(i906)
Acquisition-related fixed
and contingent consideration payments
(i287)
(i98)
Stock
repurchases
(i328,119)
(i35,000)
Proceeds
from issuance of stock through employee stock purchase plan
i1,584
i2,324
Proceeds
from stock option exercises
i1,057
i174
Tax
payments from shares withheld for equity awards
(i4,270)
(i2,036)
Net
cash used by financing activities from continuing operations
(i70,180)
(i35,542)
Net
cash used by continuing operations
(i156,349)
(i31,511)
Net
cash provided by operating activities from discontinued operations
i—
i32,980
Net
cash provided (used) by investing activities from discontinued operations
i2,212
(i2,771)
Net
cash provided by financing activities from discontinued operations
i—
i—
Net
cash provided by discontinued operations
i2,212
i30,209
Net
decrease in cash and cash equivalents
(i154,137)
(i1,302)
Cash
and cash equivalents, beginning of period
i263,928
i100,629
Cash
and cash equivalents, end of period
$
i109,791
$
i99,327
Supplemental
cash flow information:
Cash paid for income taxes
$
i97,420
$
i1,958
Cash
paid for interest
$
i6,041
$
i14,301
See
accompanying notes.
Avantax, Inc. | Q2 2023 Form 10-Q 8
AVANTAX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
i
Note
1: Description of the Business
Avantax, Inc. (the “Company,” “Avantax,”“we,”“our,”or“us”) is a leading provider of integrated tax-intelligent wealth management services and software, assisting consumers, small business owners, tax professionals, financial professionals, and certified public accounting (“CPA”) firms. Our integrated tax-intelligent wealth management services consist of the operations of Avantax
Wealth Management and Avantax Planning Partners.
Avantax Wealth Management provides tax-intelligent wealth management solutions for financial professionals, tax professionals, CPA firms, and their clients. Avantax Wealth Management offers its services through its registered broker-dealer, which is a leading U.S. tax-focused independent broker-dealer, registered investment advisor (“RIA”), and insurance agency subsidiaries. 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-intelligent planning, investing,
and wealth management services to their clients.
Avantax Planning Partners is an in-house/employee-based RIA, insurance agency, and wealth management business that partners with CPA firms in order to provide their consumer and small business clients with holistic financial planning and advisory services, as well as retirement plan solutions through Avantax Retirement Plan Services.
Divestiture of Tax Software Business
On October 31, 2022, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with TaxAct Holdings, Inc. (f/k/a Avantax Holdings, Inc.), a Delaware corporation and a direct subsidiary of Avantax, Franklin Cedar Bidco, LLC, a Delaware limited liability company (the “Buyer”),
and, solely for purposes of certain provisions thereof, DS Admiral Bidco, LLC, a Delaware limited liability company, pursuant to which we sold our former tax software business to Buyer for an aggregate purchase price of $i720.0 million in cash, subject to customary purchase price adjustments set forth in the Purchase Agreement (the “TaxAct Sale”). This transaction subsequently closed on December 19, 2022.
In
accordance with ASC 205 (“ASC 205”), Presentation of Financial Statements, we determined that the sale of our tax software business represented a strategic shift that will have a major effect on our operations and financial results. As a result of the TaxAct Sale, the historical results of our former tax software business, and any adjustments to amounts previously reported in discontinued operations in a prior period (if applicable) have been reclassified as a discontinued operation and are excluded from continuing operations for all periods presented within the condensed consolidated financial statements.
Segments
Our Chief Executive Officer is our chief operating decision maker and assesses performance and allocates resources on a consolidated basis. iGiven
the similarities in economic characteristics between our operations and the common nature of the products, services, we currently operate in ione reportable segment/.
/i
Note
2: Summary of Significant Accounting Policies
Interim Financial Information
iThe accompanying unaudited condensed consolidated financial statements have been prepared by us under the rules and regulations of the SEC for interim financial reporting. These condensed consolidated financial statements are unaudited and, in management’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the condensed consolidated financial position, results of
operations, and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial
/
Avantax, Inc. | Q2 2023 Form 10-Q 9
statements and accompanying
notes in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2022. Interim results are not necessarily indicative of results for a full year.
A summary of our significant accounting policies is included in Note 2 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022. Other than below, there have been no significant changes in our significant accounting policies since December 31, 2022.
Derivative Financial Instruments
i
We
primarily enter into derivative financial instruments as part of our strategy to manage our exposure to changes in interest rates. Derivative instruments represent contracts between parties that result in one party delivering cash to the other party based on a notional amount and an underlying term (such as an interest rate or index) as specified in the contract. The amount of cash delivered from one party to the other is determined based on the interaction of the notional amount of the contract with the underlying term. We do not enter into derivative instruments for any purpose other than hedging interest rate risk, and none of our derivative instruments are used for trading purposes.
We
recognize derivatives as assets or liabilities on our consolidated balance sheets at their fair value in accordance with ASC 815, Derivatives and Hedging. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Currently, we have only designated derivative instruments as cash flow hedges. We may also enter into derivative contracts that are intended to economically hedge interest rate risk, even though hedge accounting does not apply or we elect not to apply hedge accounting.
To
qualify for hedge accounting, concurrent with the execution of a derivative contract, we formally document our risk management objective and strategy for undertaking the hedging transaction, how the hedging instrument is expected to hedge the designated risk related to the hedged item, and the method that will be used to retrospectively and prospectively assess the hedging instrument’s effectiveness. A derivative designated as a hedging instrument must be assessed as being highly effective in offsetting the designated risk of the hedged item. Hedge effectiveness is formally assessed at inception and at least quarterly throughout the life of the designated hedging relationship.
For derivatives designated as cash flow hedging instruments, changes in fair value are initially recorded net of tax in accumulated other comprehensive income
(loss) and subsequently reclassified into earnings when the hedged transaction affects earnings. Additionally, changes in the fair value of amounts excluded from the assessment of effectiveness are recorded net of tax in accumulated other comprehensive income (loss) and recognized in earnings using a straight-line amortization method over the term of instrument. Changes in fair value for derivative contracts that do not qualify for hedge accounting (or for those that we elect to not apply hedge accounting), are immediately recognized within earnings. Realized and unrealized gains and losses for derivatives are presented in the statements of comprehensive income (loss) based on the nature and use of the instrument.
We prospectively discontinue hedge accounting if it is determined that the derivative is no longer effective in offsetting
the designated risk of the hedged item, the derivative is terminated prior to maturity, or the occurrence of the forecasted transaction (for a cash flow hedge) is no longer probable. When hedge accounting for a cash flow hedge is discontinued, any subsequent changes in fair value of the derivative are recognized immediately in earnings. The cumulative unrealized gain or loss related to the discontinued hedge continues to be reported in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the same manner discussed above, unless it is probable that the forecasted transaction will not occur by the end of the originally specified time period, in which case the cumulative unrealized gain or loss is reclassified into earnings immediately.
i
Note
3: Discontinued Operations
On October 31, 2022, we entered into the Purchase Agreement with the Buyer to sell our former tax software business for an aggregate purchase price of $i720.0 million in cash, subject to customary purchase price adjustments set forth in the Purchase Agreement. The TaxAct Sale subsequently closed on December 19, 2022. This divestiture was considered part of our strategic shift to become a pure-play wealth management company
and was determined to meet discontinued operations accounting criteria under ASC 205.
/
Avantax, Inc. | Q2 2023 Form 10-Q 10
During the six months ended June 30, 2023, we finalized our previously estimated closing date working capital balance, resulting in an incremental pre-tax gain of $i2.5 million
which is included within “Pre-tax gain on disposal” in the condensed consolidated statements of comprehensive income (loss).
i
The following table presents summarized information regarding certain components of income (in thousands):
During the six months ended June 30, 2023, we completed acquisitions that met the criteria to be accounted for as asset acquisitions. Total initial purchase consideration, including acquisition costs and fixed deferred payments, was $i4.9 million. This purchase consideration was allocated to client relationship intangibles. Client relationship intangibles are amortized on a straight-line basis over an amortization period of i15
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 June 30, 2023, the maximum future fixed and contingent payments associated with all prior asset acquisitions were $i27.5 million,
with specified payment dates from 2023 through 2027.
Avantax, Inc. | Q2 2023 Form 10-Q 11
i
Note 6: Debt
iOur
debt consisted of the following as of the periods indicated in the table below (in thousands):
In
May 2017, we entered into a credit agreement (as the same has been amended, the “Credit Agreement”) with a syndicate of lenders, which provided for a term loan facility and a revolving line of credit (including a letter of credit sub-facility) for working capital, capital expenditures, and general business purposes. Subject to the terms of the Credit Agreement, we repaid the remaining principal amount outstanding under the Credit Agreement in connection with the TaxAct Sale in the fourth quarter of 2022.
On January 24, 2023 (the “Closing Date”), we entered into a restatement agreement (the “Amended and Restated Credit Agreement”), which amended and restated in its entirety
our previous Credit Agreement. The Amended and Restated Credit Agreement provides for a new delayed draw term loan facility up to a maximum principal amount of $i270.0 million (the “Delayed Draw Term Loan Facility”) and a revolving credit facility with a commitment amount of $i50.0 million
(the “Revolving Credit Facility”). We may borrow term loans under the Delayed Draw Term Loan Facility (the “Term Loans”) until January 24, 2024. The stated maturity date of the Delayed Draw Term Loan Facility and the Revolving Credit Facility is January 24, 2028 (the “Maturity Date”). The proceeds of any Term Loans may be used to fund shareholder distributions and for general corporate purposes. The proceeds of any loans under the Revolving Credit Facility may be used to finance working capital needs and for general corporate purposes. On February 24, 2023, we borrowed $i170.0 million
under the Delayed Draw Term Loan Facility. During the second quarter of 2023, we borrowed the remaining $i100.0 million available under the Delayed Draw Term Loan Facility.
We capitalized approximately $i8.5 million
of debt discount and issuance costs in connection with the Amended and Restated Credit Agreement. A portion of these costs were allocated to the Revolving Credit Facility and are included in other long-term assets on the Company’s condensed consolidated balance sheets.
As of June 30, 2023, we had $i268.3 million in principal amount outstanding under the Delayed Draw Term Loan Facility and ino
amounts outstanding under the Revolving Credit Facility. As of June 30, 2023, $i50.0 million was available for future borrowings under the Revolving Credit Facility, subject to customary terms and conditions. Subject to certain conditions set forth in the Amended and Restated Credit Agreement, we may borrow, prepay, and reborrow under the Revolving Credit Facility and terminate or reduce the Lenders’ commitments at any time prior to the Maturity Date.
We are required to make
quarterly principal amortization payments on the Delayed Draw Term Loan Facility on the last business day of each fiscal quarter, beginning with the last business day of June 2023. These payments will amortize in equal quarterly installments based on the following aggregate annual amounts (expressed as a percentage of the principal amount of Term Loans borrowed): i2.5% during the first year ended December 31, 2023, i5%
during years two and three, i7.5% during year four, and i10% during
year five. Any remaining Term Loans outstanding are due on the Maturity Date.
Commencing with the first year ending December 31, 2023, we may be required to make annual prepayments on the Term Loans in an amount equal to a percentage of Excess Cash Flow (as defined in the Amended and Restated Credit Agreement). The percentage of Excess Cash Flow ranges from i0% to i50%
depending on our Consolidated First Lien Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement). We may voluntarily prepay the Term Loans in whole or in part without premium or penalty.
Subject to customary reference rate availability provisions, the borrowings under the Amended and Restated Credit Agreement will bear interest at a rate per annum equal to (i) the Term SOFR Rate (as defined in the Amended and Restated Credit Agreement, and which includes a i0.10% credit spread adjustment) plus a margin ranging from i2.25%
to i2.75% (which margin would be i2.75% as of the Closing Date), or (ii) a base rate based on the highest of the Wall Street Journal prime rate, the federal funds rate plus i0.50%
and the Term SOFR (as defined in the Amended and Restated Credit Agreement, and which includes a i0.10% credit spread adjustment) rate plus
/
Avantax, Inc. | Q2 2023 Form 10-Q 12
i1.00%,
in each case plus a margin ranging from i1.25% to i1.75% (which margin would be i1.75%
as of the Closing Date). The margin is determined based on the Company’s Consolidated First Lien Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement). We are required to pay a quarterly commitment fee on the daily amount of the undrawn portion of the revolving commitments under the Revolving Credit Facility ranging from i0.35% to i0.45%.
Interest is payable at the end of each interest period, typically quarterly.
The obligations of the Company under the Amended and Restated Credit Agreement are secured by a first-priority security interest in substantially all of the existing and future personal property of the Company and certain of its subsidiaries.
Pursuant to the Amended and Restated Credit Agreement, we shall not permit (i) the Consolidated Total Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement) to exceed i4.00
to 1.00 between March 31, 2023 and June 30, 2024, or i3.75 to 1.00 between July 1, 2024 and the Maturity Date, (ii) the Consolidated Fixed Charge Coverage Ratio (as defined in the Amended and Restated Credit Agreement) to be less than i1.25
to 1.00 or (iii) Liquidity (as defined in the Amended and Restated Credit Agreement) on the last day of any fiscal quarter to be less than $i50 million. The Company was in compliance with the debt covenants of the Amended and Restated Credit Agreement as of June 30, 2023.
ii
Note
7: Leases
Our leases are primarily related to office space and are classified as operating leases. Operating lease cost, net of sublease income, is recognized in “General and administrative” expense for those net costs related to leases used in our operations and within “Acquisition and integration” expense for those net costs related to an unoccupied lease assumed in a previous acquisition on the condensed consolidated statements of comprehensive income (loss).
During the three and six months ended June 30, 2023, and in connection with the TaxAct Sale, we began subleasing a portion of our corporate headquarters in Dallas, Texas. This sublease was classified as an operating lease at inception, with sublease income recognized on a straight-line basis over the ifive-year
sublease term.
iOperating lease cost, net of sublease income, and cash paid on operating lease liabilities for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands):
In connection with the TaxAct Sale, we have certain indemnification obligations to the Buyer, TaxAct Holdings, Inc. and their respective affiliates and representatives with respect to certain
losses actually incurred or suffered as a result of any claim, action, suit, or proceeding against such indemnitees arising out of or relating to the use by us or any of our affiliates in the tax software business of website tracking and analytics technologies prior to the closing of the TaxAct Sale. Such indemnification obligations terminate on December 19, 2027 and may not exceed $i5.4 million ($i1.0 million
of which is allocable to the deductible under our insurance policies). We believe that applicable insurance policies will cover all or a substantial portion of any claims made by the Buyer under such indemnification obligations. The current carrying amount of the liability for these indemnification obligations is approximately $i0.9 million as of June 30, 2023 and is included within “Other long-term liabilities” on the condensed consolidated balance sheets.
Litigation
From
time to time, we are subject to various legal proceedings, regulatory matters or fines, or claims that arise in the ordinary course of business. We accrue a liability when management believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Although we believe that resolving such claims, individually or in aggregate, will not have a material adverse impact on our financial statements, these matters are subject to inherent uncertainties.
We are not currently a party to any such matters for which we have recognized a material liability on our condensed consolidated balance sheet as of June 30, 2023.
We have entered into indemnification agreements in the ordinary course of business with our officers and directors. Pursuant to these agreements, we may be obligated to advance
payment of legal fees and costs incurred by the defendants pursuant to our obligations under these indemnification agreements and applicable Delaware law.
/
Avantax, Inc. | Q2 2023 Form 10-Q 15
i
Note
10: Fair Value Measurements
Certain of our assets and liabilities are carried at fair value and are valued using inputs that are classified in one of the following three categories:
•Level 1: Quoted market prices in active markets for identical assets or liabilities.
•Level 2: Observable market-based inputs, other than Level 1, or unobservable inputs that are corroborated by market data.
•Level 3: Unobservable inputs that are not corroborated by market data and reflect our own assumptions.
Assets and Liabilities Measured on a Recurring Basis
iThe
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
Quoted prices in active markets using identical assets (Level 1)
Significant other observable inputs (Level 2)
Significant unobservable inputs (Level 3)
Cash equivalents: money market and other funds
$
i4,369
$
i4,369
$
i—
$
i—
Deferred
compensation assets
i7,974
i7,974
i—
i—
Total
assets at fair value
$
i12,343
$
i12,343
$
i—
$
i—
Deferred
compensation liabilities
$
i7,974
$
i7,974
$
i—
$
i—
Total
liabilities at fair value
$
i7,974
$
i7,974
$
i—
$
i—
/
Cash
equivalents are classified within Level 1 of the fair value hierarchy because we value them utilizing quoted prices in active markets.
We offer non-qualified deferred compensation plans to our executive officers, board of directors, and certain independent financial professionals. Participants in these plans direct the investment of their accounts among the available investment options, which are generally the same as those available under our 401(k) plan. We have elected to fund these obligations through a rabbi trust which mirrors the investment elections made by participants. The assets in the rabbi trust are held for the purpose of satisfying our obligations to participants, however, remain subject to the claims of our creditors in the event we become insolvent. Our obligations and corresponding investments held under these non-qualified deferred compensation plans primarily consist of money market and mutual funds and
are classified within Level 1 of the fair value hierarchy because we value them utilizing quoted prices in active markets. These investments, and the corresponding deferred compensation liabilities, are primarily included within “Other long-term assets” and “Other long-term liabilities,” respectively, on the condensed consolidated balance sheets.
/
Avantax, Inc. | Q2 2023 Form 10-Q 16
We utilize a third-party pricing service to estimate the fair value of our derivative financial instruments. Fair value is estimated using industry standard valuation models that primarily rely on
observable market inputs, including daily simple secured overnight financing rates (“SOFR”) overnight index swap rate curves, SOFR swap rate curves, and volatility. Credit valuation adjustments are incorporated in the fair values to reflect nonperformance risk for both the Company and our counterparties. Although we have determined that the majority of the inputs used to value these derivative instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments utilize Level 3 inputs, such as estimates of current credit spreads. We have determined that the impact of the credit valuation adjustments is not significant to the overall valuation of these derivatives. As a result, we have classified our derivative financial instruments in Level 2 of the fair value hierarchy.
Fair
Value of Financial Instruments
We consider the carrying values of accounts receivable, commissions receivable, other receivables, prepaid expenses, other current assets, financial professional loans, accounts payable, commissions and advisory fees payable, accrued expenses, and other current liabilities to approximate fair values primarily due to their short-term natures.
As of June 30, 2023, the principal amount outstanding for our Delayed Draw Term Loan Facility was $i268.3 million.
The principal amount outstanding approximated its fair value as it is a variable rate instrument, and its applicable margin is consistent with current market conditions.
i
Note 11: Derivative Financial Instruments
We primarily enter into derivative financial instruments as part of our strategy to manage our exposure to changes in interest rates. Our objective
in using interest rate derivatives is to reduce variability in the future cash flows we earn from our cash sweep program by limiting our exposure to changes in our contractually specified rate, which is primarily tied to the federal funds rate. To accomplish this objective, we currently utilize interest rate collar and interest rate cap derivative instruments. Our interest rate collar derivatives involve the payment of variable-rate amounts if interest rates rise above the cap strike rate on the contracts and receipts of fixed-rate amounts if interest rates fall below the floor strike rate on the contracts. Our interest rate cap derivatives involve the payment of variable-rate amounts if interest rates rise above the cap strike rate on the contracts.
Our interest rate collar derivatives are designated and qualify as cash flow hedges, as defined in ASC 815. Our interest rate cap derivatives do not qualify for cash flow hedge accounting and are considered economic hedges. As of June 30, 2023, the total notional value of our interest rate derivatives represented approximately i64% of the ending client cash balances in our cash sweep program.
We are exposed to credit risk in the event of nonperformance of counterparties for our derivative financial
instruments. We manage concentration of counterparty credit risk by limiting acceptable counterparties to major financial institutions with investment grade credit ratings, limiting the amount of credit exposure to individual counterparties and actively monitoring counterparty credit ratings. We also employ master netting arrangements which allow us to net settle positive and negative positions (assets and liabilities) arising from different transactions with the same counterparty. Although not completely eliminated, we do not consider the risk of counterparty default to be significant as a result of these protections. Further, none of our derivative financial instruments are subject to collateral or other security arrangements, nor do they contain provisions that are dependent on our credit ratings from any credit rating agency.
/
Avantax,
Inc. | Q2 2023 Form 10-Q 17
We recognize derivative financial instruments in the condensed consolidated financial statements at fair value regardless of the purpose or intent for holding the instruments. iThe following table presents the gross fair value of our derivative financial instruments as of June 30,
2023 and December 31, 2022 (in thousands):
Derivatives designated as hedging instruments under ASC 815:
Interest
rate collars (1)
$
i—
$
i—
$
i15,938
$
i—
Total
derivatives designated as hedging instruments under ASC 815
i—
i—
i15,938
i—
Derivatives
not designated as hedging instruments under ASC 815:
Interest rate caps (1)
i—
i—
i876
i—
Total
derivatives not designated as hedging instruments under ASC 815
i—
i—
i876
i—
Total
Derivatives
$
i—
$
i—
$
i16,814
$
i—
______________________
(1)As of June 30, 2023, approximately $i8.5 million of the fair value of these derivative financial instruments was recorded within “Accrued expenses and other current liabilities,” with the remaining balance recorded within “Other long-term liabilities” on the condensed consolidated balance sheets.
Cash Flow Hedges of Interest Rate Risk
During the second quarter
of 2023, we entered into itwo interest rate collar derivative contracts for a total notional value of $i1.5 billion.
Each contract is indexed to daily simple SOFR and is a combination of a purchased floor instrument with a strike rate of i2.5% and a sold cap instrument with a strike rate of i5.5%, both of which expire on May 31,
2026. The total cost for these interest rate collars was $i15.3 million, which we have elected to defer and will settle through monthly straight-line cash payments to the counterparties over the term of the instruments. This hedging strategy enables us to limit the downside risk of significant reductions to interest rates over the term of the instruments in exchange for capping the amount of our future cash flows that may be received from our cash sweep program for the comparable notional amount hedged.
We designated these derivative instruments as
cash flow hedges and determined that they are highly effective at achieving offsetting changes in cash flows attributable to interest rate fluctuations associated with our cash sweep program. The changes in fair value of the effective portion of these derivative instruments are initially recorded net of tax in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. These accumulated gains or losses are reclassified into “Revenue” (where the hedged transaction is recorded) on the condensed consolidated statements of comprehensive income (loss) when the hedged transaction affects earnings. We have elected to exclude the change in fair value of these derivative instruments attributable to the passage of time from the assessment of hedge effectiveness. Changes in the fair value of amounts excluded from the assessment of effectiveness are recorded net of tax in accumulated other comprehensive income (loss) and recognized as a
reduction to “Revenue” on the condensed consolidated statements of comprehensive income (loss) using a straight-line amortization method over the term of the instruments.
Avantax, Inc. | Q2 2023 Form 10-Q 18
iThe table below presents the amount of gains and losses related
to these derivative financial instruments and their location in the condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2023 and 2022 (in thousands):
As
of June 30, 2023, we estimate that $i4.9 million of the deferred amounts recorded in accumulated other comprehensive income (loss) for our cash flow hedges will be reclassified into earnings within the next twelve months.
Gains and losses on our cash flow hedges are net of income tax benefit of $ii3.9/ million
for the three and six months ended June 30, 2023, respectively. Cash flows from these derivative instruments are included within operating activities in the condensed consolidated statements of cash flows, as our accounting policy is to present cash flows from hedging instruments in the same category as the item being hedged.
Economic Hedges of Interest Rate Risk
We also utilize interest rate cap derivatives to manage our economic exposure to interest rate movements which do not meet the hedge accounting requirements of ASC 815. During the second quarter of 2023, we sold itwo
interest rate cap derivative contracts for a total notional value of $i240.0 million. Each contract is indexed to daily simple SOFR, has a strike rate of i5.5%,
and expires on May 31, 2026. These interest rate caps were sold for a total premium of $i1.2 million, which have been deferred and will be settled by the counterparties through monthly straight-line cash payments over the term of the instruments. This hedging strategy enables us to offset a portion of the total cost of our interest rate collar derivatives by capping the amount of our future cash flows that may be received from our cash sweep program for the comparable notional amount hedged.
These derivative instruments
are not designated for hedge accounting treatment, therefore, realized and unrealized gains or losses on the instruments are immediately recognized within “Interest expense and other, net” on the condensed consolidated statements of comprehensive income (loss). Cash flows from these derivative instruments are included within operating activities in the condensed consolidated statements of cash flows.
The table below presents the amount of gains and losses related to these derivative financial instruments and their location in the condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2023 and 2022 (in thousands):
The table below presents a roll forward of the amounts included in accumulated other comprehensive income (loss), net of taxes, for the three and six months ended June 30, 2023 (in thousands):
There
was no derivative activity to report for the three and six months ended June 30, 2022.
i
Note 12: Stockholders' Equity
Capital Return Program
On January 27, 2023, we commenced a modified “Dutch Auction” tender offer (the “Tender Offer”) to purchase shares of our
common stock for an aggregate purchase price of up to $i250.0 million at a price per share not less than $i27.00 and not greater than $i31.00.
The Tender Offer was in addition to, and separate from, the $i200.0 million stock repurchase authorization discussed below. Upon the conclusion of the Tender Offer, we repurchased and subsequently retired approximately i8.3 million
shares of our common stock at the purchase price of $i30.00 per share, for aggregate cash consideration of $i250.0 million. We incurred approximately $i4.5 million
for fees and expenses associated with the Tender Offer, including approximately $i2.4 million for estimated excise taxes owed under the Inflation Reduction Act of 2022, which were recorded within stockholders’ equity.
Repurchased common stock that is subsequently retired is deducted from common stock for par value and from additional paid-in capital for the excess over par value. Direct costs incurred to repurchase common stock are included in the total cost of the shares.
Stock
Repurchase Authorization
On December 19, 2022, we announced that our board of directors authorized the Company to repurchase up to $i200.0 million of our common stock. This repurchase authorization does not obligate us to repurchase any specific number of shares, may be suspended or discontinued at any time, and does not have a specified expiration date.
For
the three months ended June 30, 2023, we repurchased approximately i2.2 million shares of our common stock under the stock repurchase authorization for an aggregate purchase price of approximately $i51.2
million. For the six months ended June 30, 2023, we repurchased approximately i3.2 million shares of our common stock under the stock repurchase authorization for an aggregate purchase price of approximately $i76.0
million. The remaining authorized amount under the stock repurchase authorization as of June 30, 2023, was approximately $i124.0 million.
For the three months ended June 30, 2022, we repurchased approximately i0.2 million
shares of our common stock under our previous stock repurchase plan for an aggregate purchase price of approximately $i4.5 million. For the six months ended June 30, 2022, we repurchased approximately i1.9 million
shares of our common stock under our previous stock repurchase plan for an aggregate purchase price of approximately $i35.0 million.
Between July 1, 2023 and August 4, 2023, we repurchased approximately i0.4
million shares of our common stock under the stock repurchase authorization for an aggregate purchase price of approximately $i9.1 million. The remaining authorized amount under the stock repurchase authorization as of August 4, 2023, was approximately $i115.0
million.
/
Avantax, Inc. | Q2 2023 Form 10-Q 20
i
Note 13: Interest Expense and Other, Net
i“Interest
expense and other, net” on the condensed consolidated statements of comprehensive income (loss) consisted of the following (in thousands):
In
connection with the TaxAct Sale, we entered into a transition services agreement with the Buyer pursuant to which we will provide the Buyer with certain transition services for an initial period ending on June 19, 2023. Under the terms of the original transition services agreement, this agreement was extended to September 19, 2023. The income from this agreement is included in the table above and largely offsets the costs incurred to provide these transition services, which are included within our operating expenses.
i
Note
14: Income Taxes
Our provision for income taxes in interim periods is based on our estimated annual effective tax rate. We record cumulative adjustments in the quarter in which a change in the estimated annual effective rate is determined. The estimated annual effective tax rate does not include the effects of discrete events that may occur during the year. The effect of these events, if any, is recorded in the quarter in which the event occurs.
We recorded income tax expense of $i2.1 million and $i1.6
million for the three and six months ended June 30, 2023, respectively. Our effective income tax rate for the three and six months ended June 30, 2023 differed from the 21% statutory rate primarily due to non-deductible compensation and the effect of state taxes.
/
We recorded an income tax benefit of $i4.1 million and $i21.0
million for the three and six months ended June 30, 2022, respectively. Our effective tax rate for the three and six months ended June 30, 2022 differed from the 21% statutory rate primarily due to the release in our valuation allowance and the effect of state income taxes.
i
Note 15: Net Income Per Share
“Basic net income per share” is
calculated using the weighted average number of common shares outstanding during the applicable period. “Diluted net income 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 RSUs using the treasury stock method. Cash-settled restricted stock units are not settled in common shares and are therefore excluded from dilutive potential common shares. Dilutive potential common shares are excluded from the calculation of diluted net income per share if their effect is antidilutive, including when we report a loss from continuing operations. Performance-based RSUs are considered contingently issuable shares and are excluded from the diluted weighted average common shares outstanding
computation if the related performance-based criteria are not expected to be achieved as of the end of the reporting period.
Avantax, Inc. | Q2 2023 Form 10-Q 21
i
The calculation of basic and diluted net income per share is as follows (in thousands, except per share amounts):
Diluted
weighted average common shares outstanding
i39,201
i48,690
i42,515
i49,220
Basic
net income per share:
Continuing operations
$
i0.09
$
i0.02
$
i0.08
$
i0.09
Discontinued
operations
i—
i0.81
i0.05
i1.45
Basic
net income per share:
$
i0.09
$
i0.83
$
i0.13
$
i1.54
Diluted
net income per share:
Continuing operations
$
i0.09
$
i0.02
$
i0.08
$
i0.09
Discontinued
operations
i—
i0.79
i0.04
i1.41
Diluted
net income per share:
$
i0.09
$
i0.81
$
i0.12
$
i1.50
Shares
excluded (1)
i510
i960
i427
i935
________________________
(1)Potential common shares were excluded from the calculation of diluted net income per share for these periods because their effect would have been anti-dilutive.
/
iNote 16: Subsequent Events
Between July
1, 2023 and August 4, 2023, we repurchased approximately i0.4 million shares of our common stock under our stock repurchase authorization for an aggregate purchase price of approximately $i9.1 million. The remaining authorized amount under the stock repurchase
authorization as of August 4, 2023, was approximately $i115.0 million.
Avantax, Inc. | Q2 2023 Form 10-Q 22
Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations
The following discussion provides an analysis of our financial condition, cash flows, and results of operations from management’s perspective and should be read in conjunction with our condensed consolidated financial statements and accompanying notes thereto included under Part I, Item 1 and the section titled “Cautionary Statement Regarding Forward-Looking Statements” in this Form 10-Q, as well as with our consolidated financial statements, accompanying notes thereto, and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2022.
Overview
Avantax, Inc. (the “Company,”“Avantax,”“we,”“our,” or “us”), is a leading provider of integrated tax-intelligent wealth management services and platforms, assisting consumers, small business owners, tax professionals, financial professionals, and certified public accounting (“CPA”) firms. Our mission is to enable financial success by changing the way individuals and families plan and achieve their goals through tax-intelligent solutions. Our common stock is listed on the NASDAQ Global Select Market under the symbol “AVTA.” Our integrated tax-intelligent wealth management services consist of the operations of Avantax Wealth Management and Avantax Planning Partners.
Avantax Wealth Management provides tax-intelligent wealth management solutions for financial professionals, tax professionals, CPA
firms, and their clients. Avantax Wealth Management offers its services through its registered broker-dealer, which is a leading U.S. tax-focused independent broker-dealer, registered investment advisor (“RIA”), and insurance agency subsidiaries. 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-intelligent planning, investing, and wealth management services to their clients.
Avantax Planning Partners is an in-house/employee-based RIA, insurance agency, and wealth management business that partners with CPA
firms in order to provide their consumer and small business clients with holistic financial planning and advisory services, as well as retirement plan solutions through Avantax Retirement Plan Services.
Divestiture of Tax Software Business
On October 31, 2022, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with TaxAct Holdings, Inc. (f/k/a Avantax Holdings, Inc.), a Delaware corporation and a direct subsidiary of Avantax, Franklin Cedar Bidco, LLC, a Delaware limited liability company (the “Buyer”), and, solely for purposes of certain provisions thereof, DS Admiral Bidco, LLC, a Delaware limited liability company, pursuant to which we sold our former tax software business to Buyer for an aggregate purchase
price of $720.0 million in cash, subject to customary purchase price adjustments set forth in the Purchase Agreement (the “TaxAct Sale”). This transaction subsequently closed on December 19, 2022.
In accordance with ASC 205, Presentation of Financial Statements, we determined that the sale of our tax software business represented a strategic shift that will have a major effect on our operations and financial results. As a result of the TaxAct Sale, the historical results of our former tax software business, and any adjustments to amounts previously reported in discontinued operations in a prior period (if applicable) have been reclassified as a discontinued operation and are excluded from continuing operations for all periods presented
within the condensed consolidated financial statements.
Recent Developments
Interest Rate Hedges
During the second quarter of 2023, we entered into two interest rate collar derivative contracts for a total notional value of $1.5 billion. Each contract is indexed to daily simple secured overnight financing rates (“SOFR”) and is a combination of a purchased floor instrument with a strike rate of 2.5% and a sold cap instrument with a strike rate of 5.5%, both of which expire on May 31, 2026. The total cost for these interest rate collars was $15.3 million,
which we have elected to defer and will settle through monthly straight-line cash payments to the counterparties over the term of the instruments. This hedging strategy enables us to limit the downside risk of
Avantax, Inc. | Q2 2023 Form 10-Q 23
significant reductions to interest rates over the term of the instruments in exchange for capping the amount of our future cash flows that may be received from our cash sweep program for the comparable notional amount hedged. We designated these derivative instruments as cash flow hedges and determined that they are highly effective at achieving offsetting changes in cash flows attributable to interest rate fluctuations associated with our cash sweep program. The changes in fair
value of these derivative instruments are initially recorded net of tax in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. These accumulated gains or losses are reclassified into “Revenue” (where the hedged transaction is recorded) on the condensed consolidated statements of comprehensive income (loss) when the hedged transaction affects earnings.
In addition, during the second quarter of 2023, we sold two interest rate cap derivative contracts for a total notional value of $240.0 million. Each contract is indexed to daily simple SOFR, has a strike rate of 5.5%, and expires on May 31, 2026. These interest rate caps were sold for a total premium
of $1.2 million, which have been deferred and will be settled by the counterparties through monthly straight-line cash payments over the term of the instruments. This hedging strategy enables us to offset a portion of the total cost of our interest rate collar derivatives by capping the amount of our future cash flows that may be received from our cash sweep program for the comparable notional amount hedged. These derivative instruments are not designated for hedge accounting treatment, therefore, realized and unrealized gains or losses on the instruments are immediately recognized within “Interest expense and other, net” on the condensed consolidated statements of comprehensive income (loss).
Avantax, Inc. | Q2 2023 Form 10-Q 24
RESULTS
OF OPERATIONS
Summary
($
in thousands)
Three Months Ended June 30,
Change
Six Months Ended June 30,
Change
2023
2022
$
%
2023
2022
$
%
Revenue
$
186,928
$
162,669
$
24,259
14.9
%
$
364,908
$
329,072
$
35,836
10.9
%
Operating
expenses:
Cost of revenue
110,847
114,446
(3,599)
(3.1)
%
219,099
235,634
(16,535)
(7.0)
%
Engineering
and technology
2,191
2,302
(111)
(4.8)
%
4,912
4,116
796
19.3
%
Sales and marketing
27,423
24,882
2,541
10.2
%
53,604
47,056
6,548
13.9
%
General
and administrative
26,335
21,721
4,614
21.2
%
58,736
45,596
13,140
28.8
%
Acquisition
and integration
(39)
(6,792)
6,753
99.4
%
83
(5,126)
5,209
101.6
%
Depreciation
3,588
2,642
946
35.8
%
7,176
5,085
2,091
41.1
%
Amortization
of acquired intangible assets
6,231
6,462
(231)
(3.6)
%
12,569
13,093
(524)
(4.0)
%
Total
operating expenses
176,576
165,663
10,913
6.6
%
356,179
345,454
10,725
3.1
%
Operating
income (loss) from continuing operations
10,352
(2,994)
13,346
445.8
%
8,729
(16,382)
25,111
153.3
%
Interest
expense and other, net
(4,698)
(212)
(4,486)
(2116.0)
%
(3,804)
(265)
(3,539)
(1335.5)
%
Income
(loss) from continuing operations before income taxes
5,654
(3,206)
8,860
276.4
%
4,925
(16,647)
21,572
129.6
%
Income
tax benefit (expense)
(2,073)
4,053
(6,126)
(151.1)
%
(1,592)
21,046
(22,638)
(107.6)
%
Income
from continuing operations
3,581
847
2,734
322.8
%
3,333
4,399
(1,066)
(24.2)
%
Discontinued
operations
Income from discontinued operations before gain on disposal and income taxes
—
45,874
(45,874)
(100.0)
%
—
96,517
(96,517)
(100.0)
%
Pre-tax
gain on disposal
—
—
—
N/A
2,539
—
2,539
N/A
Income from discontinued operations before income taxes
—
45,874
(45,874)
(100.0)
%
2,539
96,517
(93,978)
(97.4)
%
Income
tax benefit (expense)
—
(7,296)
7,296
100.0
%
(618)
(26,871)
26,253
97.7
%
Income from
discontinued operations
—
38,578
(38,578)
(100.0)
%
1,921
69,646
(67,725)
(97.2)
%
Net
income
$
3,581
$
39,425
$
(35,844)
(90.9)
%
$
5,254
$
74,045
$
(68,791)
(92.9)
%
For
the three months ended June 30, 2023, compared to the three months ended June 30, 2022, net income decreased $35.8 million primarily due to the following factors:
•Income from continuing operations increased $2.7 million primarily due to the following factors:
•Revenue increased $24.3 million primarily due to incremental cash sweep revenue generated from increases in the federal funds rate paired with the program’s structure that increases returns in a higher interest rate environment. This incremental revenue was partially offset by lower advisory revenue due to timing of market changes and asset growth relative to when clients were billed each period, and lower commission revenue due to reduced transaction activity.
•Total
operating expenses increased $10.9 million primarily from an increase in general and administrative expense for executive transition and reorganization related costs associated with the TaxAct Sale, and higher personnel costs within sales and marketing expense. These increases were partially offset by lower financial professional commissions within cost of revenue caused by reduced advisory and commission revenues and prior period acquisition-related contingent consideration fair value adjustments that did not reoccur in the current period.
•Income tax benefit decreased $6.1 million, primarily due to a reduction in our valuation allowance during the prior year associated with the utilization of net operating losses against prior period taxable income.
•Income from discontinued operations decreased $45.9 million primarily due to the
completion of the TaxAct Sale in the prior period.
Avantax, Inc. | Q2 2023 Form 10-Q 25
For the six months ended June 30, 2023, compared to the six months ended June 30, 2022, net income decreased $68.8 million primarily due to the following factors:
•Income from continuing operations decreased $1.1 million primarily due to the following factors:
•Revenue increased $35.8
million primarily due to incremental cash sweep revenue, partially offset by lower advisory and commission revenues discussed in the section above.
•Total operating expenses increased $10.7 million primarily from the incremental costs discussed in the section above, partially offset by lower financial professional commissions caused by reduced advisory and commission revenues.
•Income tax benefit decreased $22.6 million, primarily due to a reduction in our valuation allowance during the prior year associated with the utilization of net operating losses against prior period taxable income.
•Income from discontinued operations decreased $96.5 million primarily due to the completion of the TaxAct Sale in the prior period. During the six months ended June 30,
2023 we recognized an incremental pre-tax gain on disposal of $2.5 million in connection with the finalization of our closing working capital balance.
Sources of Revenue
Our revenue is derived from multiple sources. We track sources of revenue, primary drivers of each revenue source, and recurring revenue. In addition, we focus on several business and key financial metrics in evaluating the success of our business relationships, our resulting financial position, and operating performance. A summary of our sources of revenue and business and financial metrics is as follows:
($
in thousands)
Three Months Ended June 30,
Change
Six Months Ended June 30,
Change
Sources of Revenue
Primary Drivers
2023
2022
$
%
2023
2022
$
%
Financial
professional-driven
Advisory
- Advisory asset levels
$
103,316
$
104,155
$
(839)
(0.8)
%
$
200,841
$
211,324
$
(10,483)
(5.0)
%
Commission
-
Transactions - Asset levels - Product mix
41,839
42,835
(996)
(2.3)
%
83,311
90,490
(7,179)
(7.9)
%
Other
revenue
Asset-based
- Cash balances - Interest rates - Number of accounts - Client asset levels
33,193
6,964
26,229
376.6
%
67,080
12,627
54,453
431.2
%
Transaction
and fee
- Account activity - Number of financial professionals - Number of clients - Number of accounts
8,580
8,715
(135)
(1.5)
%
13,676
14,631
(955)
(6.5)
%
Total
revenue
$
186,928
$
162,669
$
24,259
14.9
%
$
364,908
$
329,072
$
35,836
10.9
%
Total
recurring revenue
$
166,531
$
141,935
$
24,596
17.3
%
$
324,159
$
285,672
$
38,487
13.5
%
Recurring
revenue rate
89.1
%
87.3
%
88.8
%
86.8
%
Recurring revenue consists of advisory fees, trailing commissions, fees from cash sweep programs, and certain transaction and fee revenue, all as described further under
the headings “Advisory revenue,”“Commission revenue,”“Asset-based revenue,” and “Transaction and fee revenue,” respectively. Certain recurring revenues are associated with asset balances and fluctuate depending on market values and current interest rates. Accordingly, our recurring revenue can be negatively impacted by adverse external market conditions. However, we believe recurring revenue is meaningful because it is not dependent upon transaction volumes or other activity-based revenues, which are more difficult to predict, particularly in declining or volatile markets.
Avantax, Inc. | Q2 2023 Form 10-Q 26
Business Metrics
($
in thousands)
June 30,
Change
2023
2022
$
%
Client assets balances:
Total client assets
$
83,827,113
$
76,522,066
$
7,305,047
9.5
%
Brokerage
assets
$
41,177,502
$
39,776,018
$
1,401,484
3.5
%
Advisory assets
$
42,649,611
$
36,746,048
$
5,903,563
16.1
%
Advisory
assets as a percentage of total client assets
50.9
%
48.0
%
Number of financial professionals (in ones):
Independent
financial professionals (1)
3,078
3,315
(237)
(7.1)
%
In-house/employee financial professionals (2)
38
34
4
11.8
%
Total
number of financial professionals
3,116
3,349
(233)
(7.0)
%
Advisory and commission revenue per financial professional (3)
$
46.6
$
43.9
$
2.7
6.2
%
___________________________
(1)The number of independent financial professionals includes licensed financial professionals that work with Avantax Wealth Management and operate as independent contractors, as well as 179 licensed referring representatives at CPA firms that partner with Avantax Planning Partners.
(2)The number of in-house/employee financial professionals includes licensed financial planning consultants, all of which are affiliated with Avantax Planning Partners.
(3)Calculation based on advisory and commission revenue for the three months ended June 30, 2023 and 2022, respectively.
Client Assets. Historically we have
calculated total client assets to include assets that we hold directly or indirectly on behalf of clients under a safekeeping or custody arrangement or for which we provide administrative services for clients. Beginning in the second quarter of 2022, the calculation of total client assets also includes assets for which financial professionals licensed with Avantax provide administrative services to clients. Because we did not have relationships with financial professionals that had clients for whom we did not provide administrative services prior to the second quarter of 2022, our calculation of total client assets for any prior period would not have changed under our current calculation. To the extent that we or they provide more than one service for a client’s assets, the value of the asset is only counted once in the total amount of total client assets. Total client assets include advisory assets, non-advisory brokerage accounts, annuities, and mutual fund positions
held directly with fund companies. These assets are not reported on the Company’s 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.
Brokerage assets represent total client assets other than advisory assets.
Total client assets increased $7.3 billion as of June 30, 2023 compared to June 30, 2022, primarily due to $6.5 billion of favorable market changes and net client inflows.
Advisory
assets increased $5.9 billion as of June 30, 2023 compared to June 30, 2022, and advisory assets as a percentage of total client assets increased to 50.9% as of June 30, 2023, compared to 48.0% as of June 30, 2022. The increase in advisory assets was primarily caused by $3.1 billion of favorable market changes and net new advisory assets of $2.8 billion, both of which contributed to the increase in advisory assets as a percentage of total client assets.
Financial Professionals. The number of our financial professionals decreased 7.0% as of June 30, 2023 compared to June 30, 2022, with the decrease primarily
due to attrition related to lower revenue-producing financial professionals. Included within this attrition of lower revenue-producing financial professionals were terminations primarily in the fourth quarter of 2022 associated with certain financial professional’s failure to comply with a policy implemented to ensure regulatory compliance with certain record keeping and supervisory requirements. Advisory and commission revenue per financial professional increased 6.2% for the same period, primarily due to the attrition of lower revenue-producing financial professionals discussed above. The decrease in the number of financial
Avantax, Inc. | Q2 2023 Form 10-Q 27
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):
(1)For the three months ended June 30, 2023 and June 30, 2022, average advisory fee rate equals advisory revenue for the relevant quarterly period divided by the advisory asset balance at the beginning of the relevant quarterly period. For the six months ended June 30, 2023 and June 30, 2022, average advisory fee rate equals the sum of each quarterly average advisory fee rate within the relevant year-to-date period.
Compared to June 30, 2022, advisory assets increased $5.9 billion, which included an increase of $2.1 billion and $4.4
billion during the three and six months ended June 30, 2023, respectively. These increases were driven by favorable market changes and net new advisory assets from organic growth and the recruitment of new assets.
Although ending advisory assets increased, advisory revenue declined $0.8 million and $10.5 million for the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022, respectively. These declines were a result of the timing of market changes and asset growth relative to when clients were billed each period.
Commission Revenue. Wegenerate two types of commissions: (1) transaction-based commissions and (2) trailing
commissions. Transaction-based commissions, which occur when clients trade securities or purchase investment products, represent gross commissions generated by our financial professionals. The level of transaction-based commissions can vary from period-to-period based on the overall economic environment, number of trading days in the reporting period, market volatility, interest rate fluctuations, and investment activity of our financial professionals’ clients. We earn trailing commissions (a commission or fee that is paid periodically over time) on certain mutual funds and variable annuities held by clients. Trailing commissions are recurring in nature and are based on the market value of investment holdings in trail-eligible assets.
Avantax, Inc. | Q2 2023 Form 10-Q 28
Our
commission revenue, by product category and by type of commission revenue, was as follows (in thousands):
Three
Months Ended June 30,
Change
Six Months Ended June 30,
Change
2023
2022
$
%
2023
2022
$
%
By
product category:
Mutual funds
$
15,798
$
17,790
$
(1,992)
(11.2)
%
$
31,290
$
37,173
$
(5,883)
(15.8)
%
Variable
annuities
15,101
15,772
(671)
(4.3)
%
29,665
32,069
(2,404)
(7.5)
%
Insurance
6,697
4,235
2,462
58.1
%
13,288
7,959
5,329
67.0
%
General
securities
4,243
5,038
(795)
(15.8)
%
9,068
13,289
(4,221)
(31.8)
%
Total
commission revenue
$
41,839
$
42,835
$
(996)
(2.3)
%
$
83,311
$
90,490
$
(7,179)
(7.9)
%
By
type of commission:
Transaction-based
$
18,084
$
17,881
$
203
1.1
%
$
36,885
$
38,505
$
(1,620)
(4.2)
%
Trailing
23,755
24,954
(1,199)
(4.8)
%
46,426
51,985
(5,559)
(10.7)
%
Total
commission revenue
$
41,839
$
42,835
$
(996)
(2.3)
%
$
83,311
$
90,490
$
(7,179)
(7.9)
%
For
the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022, commission revenue decreased $1.0 million and $7.2 million, respectively. These decreases were primarily due to declines in trailing and transaction-based commissions for mutual funds, general securities, and variable annuities. Volatility in equity markets and the impact to asset values has negatively impacted mutual funds and variable annuities trail commissions, while the current interest rate environment has led to considerable declines in transaction volume for alternate investment vehicles linked with real estate. We expect the continued growth of assets on our fee-based advisory platform to result in commission revenue headwinds in the future.
Asset-Based Revenue.Asset-based
revenue primarily includes fees from financial product manufacturer sponsorship programs, cash sweep programs, asset-based retirement plan service fees, and other asset-based revenues.
For the three months ended June 30, 2023, compared to the three months ended June 30, 2022, asset-based revenue increased $26.2 million, primarily due to incremental cash sweep revenue of $26.0 million driven by increases in the federal funds rate, partially offset by declines in client cash sweep balances relative to prior year levels.
For the six months ended June 30, 2023, compared to the six months ended June 30, 2022, asset-based revenue increased $54.5 million, primarily due to incremental cash
sweep revenue of $55.5 million driven by increases in the federal funds rate, partially offset by declines in client cash sweep balances relative to prior year levels. The increases in cash sweep revenue were partially offset by reduced fees from sponsorship programs.
For the three and six months ended June 30, 2023, we recognized approximately $0.4 million of deferred premium charges for our interest rate collar derivatives which are included as a reduction to our cash sweep revenue. Under the terms of our interest rate collar derivative contracts, we expect to recognize approximately $5.1 million of deferred premium charges as a reduction to our cash sweep revenue over the next twelve months. For the remainder of the year, we expect for cash sweep revenue to continue to increase relative
to comparable prior year periods driven by rate increases during 2023 and as the full benefits of rate increases during the latter half of 2022 are realized for a full annual period. Currently, the target range for the federal funds rate is below the cap of our interest rate collar derivatives. However, future increases to this range above our cap strike rate will limit our incremental cash sweep revenue on the comparable notional portion of our interest rate collars derivatives.
Transaction and Fee Revenue.Transaction and fee revenue primarily includes support fees charged to financial professionals, fees charged for executing certain transactions in client accounts, and other fees related to services provided and other account charges as generally outlined in agreements with financial professionals, clients, financial institutions, and retirement plan sponsors.
For
the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022, transaction and fee revenue remained relatively flat.
Avantax, Inc. | Q2 2023 Form 10-Q 29
OPERATING EXPENSES
Cost of Revenue
($
in thousands)
Three Months Ended June 30,
Change
Six Months Ended June 30,
Change
2023
2022
$
%
2023
2022
$
%
Cost
of revenue
$
110,847
$
114,446
$
(3,599)
(3.1)
%
$
219,099
$
235,634
$
(16,535)
(7.0)
%
Percentage
of revenue
59.3
%
70.4
%
60.0
%
71.6
%
Cost of revenue includes commissions and advisory fees paid to independent financial professionals, payments made to CPA firms under fee sharing arrangements, amortization
of forgivable loans issued to our financial professionals, and stock-based compensation for awards granted to our financial professionals. Cost of revenue does not include compensation paid to in-house/employee financial professionals. The compensation of our in-house/employee financial professionals is reflected in “Sales and marketing” expense.
For the three months ended June 30, 2023, compared to the three months ended June 30, 2022, cost of revenue decreased $3.6 million. Commissions to financial professionals declined $2.9 million primarily due to reductions in advisory and commissions revenue discussed above. The remaining change was primarily due to reduced personnel costs, partially offset by incremental financial professional forgivable loan amortization.
For the
six months ended June 30, 2023, compared to the six months ended June 30, 2022, cost of revenue decreased $16.5 million. Commissions to financial professionals declined $15.1 million primarily due to reductions in advisory and commissions revenue caused by the volatility in global financial markets discussed above. The remaining change was primarily due to reduced personnel costs, partially offset by incremental financial professional forgivable loan amortization.
Payout ratios to independent financial professionals declined approximately 1% for both comparable periods. These declines were primarily caused by equity market volatility during the trailing twelve-month period, coupled with continued growth in our in-house/employee-based advisory model, which has lower payout rates as compared to our independent model. The decrease
in cost of revenue as a percentage of revenue is reflective of the benefits of incremental cash sweep revenue for the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022.
Engineering and Technology
($
in thousands)
Three Months Ended June 30,
Change
Six Months Ended June 30,
Change
2023
2022
$
%
2023
2022
$
%
Engineering
and technology
$
2,191
$
2,302
$
(111)
(4.8)
%
$
4,912
$
4,116
$
796
19.3
%
Percentage
of revenue
1.2
%
1.4
%
1.3
%
1.3
%
Engineering and technology expenses are associated with the research, development, support, and ongoing enhancements of our platforms, which include personnel expenses (including
stock-based compensation), the cost of temporary help and contractors, software support and maintenance, 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 comprehensive income (loss) as “Depreciation.” For more information, see the “Depreciation and Amortization of Acquired Intangible Assets” sections contained within this discussion of “Operating Expenses.”
For the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022, engineering and technology expenses did not materially change.
Sales
and Marketing
($
in thousands)
Three Months Ended June 30,
Change
Six Months Ended June 30,
Change
2023
2022
$
%
2023
2022
$
%
Sales
and marketing
$
27,423
$
24,882
$
2,541
10.2
%
$
53,604
$
47,056
$
6,548
13.9
%
Percentage
of revenue
14.7
%
15.3
%
14.7
%
14.3
%
Sales and marketing expenses primarily consist of the costs to support our financial professionals and drive growth. This includes personnel costs (including stock-based
compensation) for operational and back-office processing support, investment and portfolio strategy support, compliance, and compensation paid to Avantax
Avantax, Inc. | Q2 2023 Form 10-Q 30
Planning Partners in-house/employee financial professionals. These costs also include business development costs related to advisor recruitment and retention, costs related to hosting certain advisor conferences that serve as training, sales and marketing events, and other costs that support advisor business growth.
For the three and six months ended June 30, 2023, compared to the three and six months ended June 30,
2022, sales and marketing expenses increased $2.5 million and $6.5 million, respectively, primarily due to incremental personnel costs. The increase in personnel costs is associated with higher employee benefit costs and growth in our Avantax Planning Partners business and investments to enhance our sales and service capabilities that support our financial professionals.
General and Administrative
($
in thousands)
Three Months Ended June 30,
Change
Six Months Ended June 30,
Change
2023
2022
$
%
2023
2022
$
%
General
and administrative
$
26,335
$
21,721
$
4,614
21.2
%
$
58,736
$
45,596
$
13,140
28.8
%
Percentage
of revenue
14.1
%
13.4
%
16.1
%
13.9
%
General and administrative (“G&A”) expenses primarily consist of personnel expenses (including stock-based compensation),
the cost of temporary help and contractors, professional services fees, general business development and management expenses, occupancy and general office expenses, business taxes, and insurance expenses.
For the three months ended June 30, 2023, compared to the three months ended June 30, 2022, G&A expenses increased $4.6 million, primarily due to the following:
•Executive transition costs of $1.2 million associated with certain executives that departed the company.
•Legal, consulting, and other professional costs of $4.8 million associated with the TaxAct Sale and our reorganization activities.
These increases were partially offset by a $1.1 million reduction in contested proxy and other legal and consulting costs and lower rent and facilities charges associated with the sublease of a portion of our corporate headquarters.
For the six months ended June 30, 2023, compared to the six months ended June 30, 2022, G&A expenses increased $13.1 million, primarily due to the following:
•Executive transition costs of $6.4 million associated with certain executives that departed the company.
•Legal, consulting, and other professional costs of $9.1 million
associated with the TaxAct Sale and our reorganization activities.
•Incremental personnel costs of $0.9 million primarily due to increased stock-based compensation for certain executive awards that were accelerated under the Company’s Executive Change of Control Severance Plan.
These increases were partially offset by a $3.4 million reduction in contested proxy and other legal and consulting costs and lower rent and facilities charges associated with the sublease of a portion of our corporate headquarters.
Avantax, Inc. | Q2 2023 Form 10-Q 31
Acquisition
and Integration
($
in thousands)
Three Months Ended June 30,
Change
Six Months Ended June 30,
Change
2023
2022
$
%
2023
2022
$
%
Professional
services and other expenses
$
(39)
$
228
$
(267)
(117.1)
%
$
83
$
194
$
(111)
(57.2)
%
Change
in the fair value of acquisition-related contingent consideration
—
(7,020)
7,020
100.0
%
—
(5,320)
5,320
100.0
%
Total
$
(39)
$
(6,792)
$
6,753
99.4
%
$
83
$
(5,126)
$
5,209
101.6
%
Percentage
of revenue
—
%
(4.2)
%
—
%
(1.6)
%
Acquisition and integration expenses primarily relate to costs incurred for the acquisitions of Avantax Planning Partners and 1st Global and consist of employee-related expenses,
professional services fees, changes in the fair value of contingent consideration, and other expenses.
For the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022, acquisition and integration expenses increased $6.8 million and $5.2 million, respectively, primarily due to prior period acquisition-related contingent consideration fair value adjustments.
Depreciation and Amortization of Acquired Intangible Assets
($
in thousands)
Three Months Ended June 30,
Change
Six Months Ended June 30,
Change
2023
2022
$
%
2023
2022
$
%
Depreciation
$
3,588
$
2,642
$
946
35.8
%
$
7,176
$
5,085
$
2,091
41.1
%
Amortization
of acquired intangible assets
6,231
6,462
(231)
(3.6)
%
12,569
13,093
(524)
(4.0)
%
Total
$
9,819
$
9,104
$
715
7.9
%
$
19,745
$
18,178
$
1,567
8.6
%
Percentage
of revenue
5.3
%
5.6
%
5.4
%
5.5
%
Depreciation of property, equipment, and software, net includes depreciation of computer equipment and software (including internally developed software), office equipment and
furniture, and leasehold improvements. Amortization of acquired intangible assets primarily includes the amortization of financial professional, sponsor, and client relationships, which are amortized over their estimated lives.
For the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022, depreciation expense increased $0.9 million and $2.1 million, respectively, primarily due to increased capital expenditures for internally developed software. Amortization expense did not materially change.
INTEREST EXPENSE AND OTHER, NET
($
in thousands)
Three Months Ended June 30,
Change
Six Months Ended June 30,
Change
2023
2022
$
%
2023
2022
$
%
Interest
expense
$
4,661
$
57
$
4,604
8,077.2
%
$
6,192
$
81
$
6,111
7544.4
%
Amortization
of debt issuance costs
246
—
246
N/A
374
—
374
N/A
Amortization of debt discount
41
—
41
N/A
66
—
66
N/A
Total
interest expense
4,948
57
4,891
8,580.7
%
6,632
81
6,551
8087.7
%
Interest income
and other
(49)
155
(204)
(131.6)
%
(1,024)
184
(1,208)
(656.5)
%
Transition services agreement
income
(1,043)
—
(1,043)
N/A
(2,646)
—
(2,646)
N/A
Derivative losses - interest rate caps
842
—
842
N/A
842
—
842
N/A
Interest
expense and other, net
$
4,698
$
212
$
4,486
2,116.0
%
$
3,804
$
265
$
3,539
1335.5
%
For
the three months ended June 30, 2023, compared to the three months ended June 30, 2022, interest expense and other, net, increased $4.5 million. Total interest expense increased $4.9 million, due to borrowings on our Delayed Draw Term Loan Facility, which was partially offset by income received from the transition services agreement initiated in connection with the TaxAct Sale.
Avantax, Inc. | Q2 2023 Form 10-Q 32
For the six months ended June 30, 2023, compared to the six months ended June 30, 2022, interest expense and other,
net, increased $3.5 million. Total interest expense increased $6.6 million, due to borrowings on our Delayed Draw Term Loan Facility, which was partially offset by income received from the transition services agreement initiated in connection with the TaxAct Sale, and incremental other income associated with the settlement of escrow funds from a previous acquisition.
INCOME TAXES
Our provision for income taxes in interim periods is based on our estimated annual effective tax rate. We record cumulative adjustments in the quarter in which a change in the estimated annual effective rate is determined. The estimated annual effective tax rate does not include the effects of discrete events that may occur during the year. The effect of these events, if any, is recorded in the quarter in which the event occurs.
We recorded income tax expense
of $2.1 million and $1.6 million for the three and six months ended June 30, 2023, respectively. Our effective income tax rate for the three and six months ended June 30, 2023 differed from the 21% statutory rate primarily due to non-deductible compensation and the effect of state taxes.
We recorded an income tax benefit of $4.1 million and $21.0 million for the three and six months ended June 30, 2022, respectively. Our effective tax rate for the three and six months ended June 30, 2022 differed from the 21% statutory rate primarily due to the release in our valuation allowance and the effect of state income taxes.
DISCONTINUED OPERATIONS
On
October 31, 2022, we entered into the Purchase Agreement with the Buyer to sell our former tax software business for an aggregate purchase price of $720.0 million in cash, subject to customary purchase price adjustments set forth in the Purchase Agreement. The TaxAct Sale subsequently closed on December 19, 2022. This divestiture was considered part of our strategic shift to become a pure-play wealth management company and was determined to meet discontinued operations accounting criteria under ASC 205.
During the six months ended June 30, 2023, we finalized our previously estimated closing date working capital balance, resulting in an incremental pre-tax gain of $2.5 million which is included within “Pre-tax gain on disposal” in the condensed consolidated statements of
comprehensive income (loss).
NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA
We define Adjusted EBITDA as net income (loss), determined in accordance with GAAP, excluding the effects of discontinued operations, stock-based compensation, depreciation and amortization of acquired intangible assets, interest expense and other, net, acquisition and integration costs, contested proxy and other legal and consulting costs, executive transition costs, TaxAct transaction related costs, reorganization costs, hedging program start-up costs, and income tax (benefit) expense. Interest expense and other, net primarily consists of interest expense, net, unrealized mark-to-market (“MTM”)
derivative losses (gains) for our interest rate cap derivative instruments, and other non-operating income. It does not include the income associated with the transition services agreement signed in connection with the TaxAct Sale as this income offsets costs included within income from continuing operations, or realized income or loss associated with our interest rate cap derivative instruments. Acquisition and integration costs primarily relate to the acquisitions of Avantax Planning Partners and 1st Global. Hedging program start-up costs include consulting and accounting costs incurred for the implementation of our cash sweep interest rate hedging program.
We believe that Adjusted EBITDA provides meaningful supplemental information regarding our performance. We use this non-GAAP financial measure for internal management and compensation purposes, when publicly providing guidance on possible future results, and as a means
to evaluate period-to-period comparisons. We believe that Adjusted EBITDA is a common measure used by investors and analysts to evaluate our performance, that it provides a more complete understanding of the results of operations and trends affecting our business when viewed together with GAAP results, and that management and investors benefit from referring to this non-GAAP financial measure. Items excluded from Adjusted EBITDA are significant and necessary components to the operations of our business and, therefore, Adjusted EBITDA should be considered as a supplement to, and not as a substitute for or superior to, GAAP net income (loss). Other companies may calculate Adjusted EBITDA differently and, therefore, our Adjusted EBITDA may not be comparable to similarly titled measures of other companies.
Avantax, Inc. | Q2 2023 Form 10-Q 33
A
reconciliation of GAAP net income (loss), which we believe to be the most comparable GAAP measure, to Adjusted EBITDA, is presented below:
Less: Income from discontinued operations, net of income taxes
—
38,578
1,921
69,646
Income
from continuing operations, net of income taxes
3,581
847
3,333
4,399
Stock-based compensation
3,291
4,438
11,093
9,818
Depreciation
and amortization of acquired intangible assets
9,819
9,104
19,745
18,178
Interest expense and other, net
5,774
212
6,483
265
Acquisition
and integration—Excluding change in the fair value of acquisition-related contingent consideration
(39)
228
83
194
Acquisition and integration—Change in the fair value of acquisition-related contingent consideration
—
(7,020)
—
(5,320)
Contested
proxy and other legal and consulting costs
48
1,195
694
4,115
Executive transition costs
1,185
—
6,412
—
TaxAct
transaction related costs
1,528
202
4,159
202
Reorganization costs
3,227
—
4,966
—
Hedging program
start-up costs
583
—
583
—
Income tax (benefit) expense
2,073
(4,053)
1,592
(21,046)
Adjusted EBITDA
$
31,070
$
5,153
$
59,143
$
10,805
Non-GAAP
Net Income (Loss) and Non-GAAP Net Income (Loss) Per Share
We define Non-GAAP Net Income (Loss) as net income (loss), determined in accordance with GAAP, excluding the effects of discontinued operations, amortization of acquired intangible assets, acquisition and integration costs, contested proxy and other legal and consulting costs, executive transition costs, TaxAct transaction related costs, reorganization costs, hedging program start-up costs, unrealized MTM derivative losses (gains) for our interest rate cap derivative instruments, and the related tax impact of those adjustments. Unrealized MTM derivative losses (gains) include the unrealized portion of gains and losses that are caused by changes in the fair values of derivatives which do not qualify for hedge accounting treatment under GAAP. It does not include realized income or loss associated with these instruments. The tax impact of these adjustments is determined
using the income tax rates in effect for the applicable period, adjusted for any potentially non-deductible amounts.
We believe that Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per share provide meaningful supplemental information to management, investors, and analysts regarding our performance and the valuation of our business by excluding items in the statement of comprehensive income (loss) that we do not consider part of our ongoing operations or that have not been, or are not expected to be, settled in cash. Additionally, we believe that Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per share are common measures used by investors and analysts to evaluate our performance and the valuation of our business. Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per share should be evaluated in light of our financial results prepared in accordance with GAAP and should be considered as a supplement
to, and not as a substitute for or superior to, GAAP net income (loss) and GAAP net income (loss) per share. Other companies may calculate Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per share differently, and, therefore, these measures may not be comparable to similarly titled measures of other companies.
Avantax, Inc. | Q2 2023 Form 10-Q 34
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:
Less:
Income from discontinued operations, net of income taxes
—
38,578
1,921
69,646
Income from continuing operations, net of income taxes
3,581
847
3,333
4,399
Amortization
of acquired intangible assets
6,231
6,462
12,569
13,093
Acquisition and integration—Excluding change in the fair value of acquisition-related contingent consideration
(39)
228
83
194
Acquisition
and integration—Change in the fair value of acquisition-related contingent consideration
—
(7,020)
—
(5,320)
Contested
proxy and other legal and consulting costs
48
1,195
694
4,115
Executive transition costs
1,185
—
6,412
—
TaxAct
transaction related costs
1,528
202
4,159
202
Reorganization costs
3,227
—
4,966
—
Hedging program
start-up costs
583
—
583
—
Unrealized MTM derivative losses
876
—
876
—
Tax impact
of adjustments to GAAP net income
(3,277)
(254)
(6,778)
(2,919)
Non-GAAP Net Income
$
13,943
$
1,660
$
26,897
$
13,764
Per
diluted share:
Net income (1)
$
0.09
$
0.81
$
0.12
$
1.50
Less: Income from discontinued operations,
net of income taxes
—
(0.79)
(0.04)
(1.41)
Income from continuing operations, net of income taxes
0.09
0.02
0.08
0.09
Amortization
of acquired intangible assets
0.17
0.14
0.29
0.28
Acquisition and integration—Excluding change in the fair value of acquisition-related contingent consideration
—
—
—
—
Acquisition
and integration—Change in the fair value of acquisition-related contingent consideration
—
(0.14)
—
(0.11)
Contested
proxy and other legal and consulting costs
—
0.02
0.02
0.08
Executive transition costs
0.03
—
0.15
—
TaxAct
transaction related costs
0.04
—
0.10
—
Reorganization costs
0.08
—
0.12
—
Hedging program start-up
costs
0.01
—
0.01
—
Unrealized MTM derivative losses
0.02
—
0.02
—
Tax impact
of adjustments to GAAP net income
(0.08)
(0.01)
(0.16)
(0.06)
Non-GAAP Net Income per share — Diluted
$
0.36
$
0.03
$
0.63
$
0.28
Diluted
weighted average shares outstanding
39,201
48,690
42,515
49,220
____________________________
(1)Any difference in the “per diluted share” amounts between this table and the condensed consolidated statements of comprehensive income (loss) is due to using different diluted weighted average shares outstanding in the event that there is GAAP net loss but Non-GAAP Net Income and vice versa.
LIQUIDITY
AND CAPITAL RESOURCES
Cash and Cash Equivalents
Our principal source of liquidity is our cash and cash equivalents. As of June 30, 2023, we had cash and cash equivalents of $109.8 million. We generally invest our excess cash in money market funds that are made up of securities issued by agencies of the U.S. government. From time-to-time, we may invest, in other vehicles, such as debt instruments issued by the U.S. federal government and its agencies, international governments, municipalities, and publicly held corporations, as well as commercial paper and insured time deposits with commercial banks. Specific holdings can vary from period to period depending upon our cash requirements. Our financial instrument investments held as of June 30, 2023 had minimal default risk and short-term
maturities.
Avantax, Inc. | Q2 2023 Form 10-Q 35
Our Avantax Wealth Management broker-dealer subsidiary operates in a highly regulated industry and is subject to various regulatory capital requirements. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have substantial monetary and non-monetary impacts on Avantax Wealth Management’s operations. As of June 30, 2023, Avantax Wealth Management met all capital adequacy requirements to which it was subject.
Historically, we have financed our operations primarily from cash
provided by operating activities and access to credit markets. Our historical uses of cash have been funding our operations, servicing our debt obligations, capital expenditures, acquisitions that enhance our strategic position, financial professional loans, contingent consideration associated with our acquisitions, and stock repurchases. Execution of our growth strategies through strategic asset acquisitions is expected to remain a capital allocation priority during the next twelve months. For at least the next twelve months, we plan to finance these cash needs, and our regulatory capital requirements at our broker-dealer subsidiary largely through our cash and cash equivalents on hand and cash provided by operating activities, and access to capital under our Revolving Credit Facility (as defined below), subject to customary terms and conditions. Our future investments in our business through capital expenditures or acquisitions, prepayment of debt to achieve desired
leverage ratios, or our return of capital to stockholders through stock repurchases, will be determined after considering the best interests of our stockholders.
Indebtedness
On January 24, 2023 (the “Closing Date”), we entered into a restatement agreement (the “Amended and Restated Credit Agreement”), which amended and restated in its entirety our previous Credit Agreement. The Amended and Restated Credit Agreement provides for a new delayed draw term loan facility up to a maximum principal amount of $270.0 million (the “Delayed Draw Term Loan Facility”) and a revolving credit facility with a commitment amount of $50.0 million
(the “Revolving Credit Facility”). We may borrow term loans under the Delayed Draw Term Loan Facility (the “Term Loans”) until January 24, 2024. The stated maturity date of the Delayed Draw Term Loan Facility and the Revolving Credit Facility is January 24, 2028 (the “Maturity Date”). The proceeds of any Term Loans may be used to fund shareholder distributions and for general corporate purposes. The proceeds of any loans under the Revolving Credit Facility may be used to finance working capital needs and for general corporate purposes. On February 24, 2023, we borrowed $170.0 million under the Delayed Draw Term Loan Facility. During the
second quarter of 2023, we borrowed the remaining $100.0 million available under the Delayed Draw Term Loan Facility.
As of June 30, 2023, we had $268.3 million in principal amount outstanding under the Delayed Draw Term Loan Facility and no amounts outstanding under the Revolving Credit Facility. As of June 30, 2023, $50.0 million was available for future borrowings under the Revolving Credit Facility, subject to customary terms and conditions.
The obligations of the Company under the Amended and Restated Credit Agreement are secured by a first-priority security interest in substantially all of the existing and future personal property of the
Company and certain of its subsidiaries.
We are required to make quarterly principal amortization payments on the Delayed Draw Term Loan Facility on the last business day of each fiscal quarter, beginning with the last business day of June 2023. These payments will amortize in equal quarterly installments based on the following aggregate annual amounts (expressed as a percentage of the principal amount of Term Loans borrowed): 2.5% during the first year ended December 31, 2023, 5% during years two and three, 7.5% during year four, and 10% during year five. Any remaining Term Loans outstanding are due on the Maturity Date.
Commencing with the first year ending December 31, 2023, we may
be required to make annual prepayments on the Term Loans in an amount equal to a percentage of Excess Cash Flow (as defined in the Amended and Restated Credit Agreement). The percentage of Excess Cash Flow ranges from 0% to 50% depending on our Consolidated First Lien Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement). We may voluntarily prepay the Term Loans in whole or in part without premium or penalty.
Subject to customary reference rate availability provisions, the borrowings under the Amended and Restated Credit Agreement will bear interest at a rate per annum equal to (i) the Term SOFR Rate (as defined in the Amended and Restated Credit Agreement, and which includes a 0.10% credit spread adjustment) plus a margin ranging from 2.25% to 2.75% (which margin would be 2.75% as of the Closing Date), or (ii) a base rate based on the highest of the Wall Street Journal prime rate, the federal funds
rate plus 0.50% and the Term SOFR (as defined in the Amended and Restated Credit Agreement, and which includes a 0.10% credit spread adjustment) rate plus 1.00%, in each case plus a margin ranging from 1.25% to 1.75% (which margin would be 1.75% as of the Closing
Avantax, Inc. | Q2 2023 Form 10-Q 36
Date). The margin is determined based on the Company’s Consolidated First Lien Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement). We are required to pay a quarterly commitment fee on the daily amount of the undrawn portion of the revolving commitments under the Revolving Credit Facility ranging from 0.35% to 0.45%.
Interest is payable at the end of each interest period, typically quarterly.
Pursuant to the Amended and Restated Credit Agreement, we shall not permit (i) the Consolidated Total Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement) to exceed 4.00 to 1.00 between March 31, 2023 and June 30, 2024, or 3.75 to 1.00 between July 1, 2024 and the Maturity Date, (ii) the Consolidated Fixed Charge Coverage Ratio (as defined in the Amended and Restated Credit Agreement) to be less than 1.25 to 1.00 or (iii) Liquidity (as defined in the Amended and Restated Credit Agreement) on the last day of any fiscal quarter to be less than $50 million. The Company was in compliance with the
debt covenants of the Amended and Restated Credit Agreement as of June 30, 2023.
Capital Return Program
On January 27, 2023, we commenced a modified “Dutch Auction” tender offer (the “Tender Offer”) to purchase shares of our common stock for an aggregate purchase price of up to $250.0 million at a price per share not less than $27.00 and not greater than $31.00. The Tender Offer was in addition to, and separate from, the $200.0 million stock repurchase authorization discussed below. Upon the conclusion of the Tender Offer, we repurchased and subsequently retired approximately 8.3 million shares of our common stock at the purchase price of $30.00 per share, for aggregate cash consideration of $250.0 million. We incurred
approximately $4.5 million for fees and expenses associated with the Tender Offer, including approximately $2.4 million for estimated excise taxes owed under the Inflation Reduction Act of 2022, which were recorded within stockholders’ equity.
Repurchased common stock that is subsequently retired is deducted from common stock for par value and from additional paid-in capital for the excess over par value. Direct costs incurred to repurchase common stock are included in the total cost of the shares.
Stock Repurchase Authorization
On December 19, 2022, we announced that our board of directors authorized the Company to repurchase up to $200.0 million of our common stock. Our repurchase authorization does
not obligate us to repurchase any specific number of shares, may be suspended or discontinued at any time, and does not have a specified expiration date. Any repurchases of our stock pursuant to the stock repurchase authorization may materially reduce the amount of cash we have available and may not materially enhance the long-term value of our business or our stock.
For the three months ended June 30, 2023, we repurchased approximately 2.2 million shares of our common stock under the stock repurchase authorization for an aggregate purchase price of approximately $51.2 million. For the six months ended June 30, 2023, we repurchased approximately 3.2 million shares of our common stock under the stock repurchase authorization for an aggregate purchase price of approximately $76.0 million. The remaining authorized amount under
the stock repurchase authorization as of June 30, 2023, was approximately $124.0 million.
For the three months ended June 30, 2022, we repurchased approximately 0.2 million shares of our common stock under our previous stock repurchase plan for an aggregate purchase price of approximately $4.5 million. For the six months ended June 30, 2022, we repurchased approximately 1.9 million shares of our common stock under our previous stock repurchase plan for an aggregate purchase price of approximately $35.0 million.
Between July 1, 2023 and August 4, 2023, we repurchased approximately 0.4 million shares of our common stock under the stock
repurchase authorization for an aggregate purchase price of approximately $9.1 million. The remaining authorized amount under the stock repurchase authorization as of August 4, 2023, was approximately $115.0 million.
Contractual Obligations and Commitments
Asset Acquisitions
We have entered into several asset purchase agreements that are accounted for as asset acquisitions. These acquisitions may include up-front cash consideration, fixed deferred cash consideration, and contingent consideration arrangements. Future fixed payments are recognized as client relationship intangible assets on the date of acquisition. Contingent consideration arrangements encompass obligations to make future payments to the previous sellers contingent upon the achievement of future financial targets. These
contingent payments are not recognized until all contingencies are resolved and the consideration is payable. As of June 30, 2023, the maximum
Avantax, Inc. | Q2 2023 Form 10-Q 37
future fixed and contingent payments associated with these asset acquisitions was $27.5 million, with specified payment dates from 2023 through 2027.
Interest Rate Hedges
During the second quarter of 2023, we entered into two interest rate collar derivative contracts for a total notional value of $1.5 billion. Each contract
is indexed to daily simple SOFR and is a combination of a purchased floor instrument with a strike rate of 2.5% and a sold cap instrument with a strike rate of 5.5%, both of which expire on May 31, 2026. The total cost for these interest rate collars was $15.3 million, which we have elected to defer and will settle through monthly straight-line cash payments to the counterparties over the term of the instruments. This hedging strategy enables us to limit the downside risk of significant reductions to interest rates over the term of the instruments in exchange for capping the amount of our future cash flows that may be received from our cash sweep program for the comparable notional amount hedged.
In addition, during the second quarter of 2023, we sold two interest rate cap derivative contracts
for a total notional value of $240.0 million. Each contract is indexed to daily simple SOFR, has a strike rate of 5.5%, and expires on May 31, 2026. These interest rate caps were sold for a total premium of $1.2 million, which have been deferred and will be settled by the counterparties through monthly straight-line cash payments over the term of the instruments. This hedging strategy enables us to offset a portion of the total cost of our interest rate collar derivatives by capping the amount of our future cash flows that may be received from our cash sweep program for the comparable notional amount hedged.
None of our derivative financial instruments are subject to collateral or other security arrangements, nor do they contain provisions that are dependent on our credit ratings from
any credit rating agency.
Cash Flows
Our cash flows were comprised of the following (in thousands):
Net cash provided (used) by operating activities from continuing operations
$
(75,219)
$
14,908
$
(90,127)
Net cash used by investing activities from continuing operations
(10,950)
(10,877)
(73)
Net
cash used by financing activities from continuing operations
(70,180)
(35,542)
(34,638)
Net cash provided by discontinued operations
2,212
30,209
(27,997)
Net decrease in cash and cash equivalents
$
(154,137)
$
(1,302)
$
(152,835)
Net
Cash from Operating Activities from Continuing Operations
Net cash provided by operating activities from continuing operations consists of Income from continuing operations, offset by certain non-cash adjustments, and changes in operating assets and liabilities, which were as follows (in thousands):
Less: Income from discontinued operations, net of income taxes
1,921
69,646
(67,725)
Income from continuing
operations
3,333
4,399
(1,066)
Non-cash adjustments to net income
34,912
25,963
8,949
Operating cash flows before changes in operating assets and liabilities
38,245
30,362
7,883
Changes
in operating assets and liabilities, net of acquisitions and disposals
(113,464)
(15,454)
(98,010)
Net cash provided (used) by operating activities from continuing operations
$
(75,219)
$
14,908
$
(90,127)
Net
cash provided by operating activities from continuing operations for the six months ended June 30, 2023, included $38.2 million of operating cash flows before changes in operating assets and liabilities and $113.5 million of changes in operating assets and liabilities. Non-cash adjustments to net income for the six months ended June 30, 2023 primarily related to depreciation and amortization costs of $19.7 million, stock-based compensation of $11.1 million, and $2.9 million of amortization related to payments made to financial professionals in support of ongoing growth programs. Changes in operating assets and liabilities were primarily impacted by $97.4 million of federal and state income tax payments for prior year accrued taxes and current year estimated quarterly payments, a $4.4 million decrease in accrued bonuses primarily for payments relating to the prior fiscal
period, and $3.3 million
Avantax, Inc. | Q2 2023 Form 10-Q 38
in payments made to financial professionals in support of ongoing growth programs. The remaining changes in operating assets and liabilities were for normal activity within our working capital accounts.
Net Cash from Investing Activities from Continuing Operations
Net cash used by investing activities from continuing operations consists of acquisitions, purchases of property, equipment, and software, net, and were as follows (in thousands):
Net cash used by investing activities from continuing operations
$
(10,950)
$
(10,877)
$
(73)
For
the six months ended June 30, 2023, compared to the six months ended June 30, 2022, net cash used by investing activities from continuing operations was flat as reduced capital expenditures were offset by increased outflows for asset acquisitions.
Net Cash from Financing Activities from Continuing Operations
Net cash used by financing activities from continuing operations primarily consists of debt issuance and repayments, common stock and stock-based awards transactions, and acquisition-related contingent consideration payments. Financing cash flows from continuing operations were as follows (in thousands):
Proceeds from credit facilities, net of debt discount and issuance costs
$
261,543
$
—
$
261,543
Payments
on credit facilities
(1,688)
(906)
(782)
Acquisition-related fixed and contingent consideration payments
(287)
(98)
(189)
Stock repurchases
(328,119)
(35,000)
(293,119)
Proceeds
from issuance of stock through employee stock purchase plan
1,584
2,324
(740)
Proceeds from stock option exercises
1,057
174
883
Tax payments from shares withheld for equity awards
(4,270)
(2,036)
(2,234)
Net
cash used by financing activities from continuing operations
$
(70,180)
$
(35,542)
$
(34,638)
For the six months ended June 30, 2023, compared to the six months ended June 30, 2022, we used $34.6 million more cash for financing activities, primarily for incremental stock repurchases associated with our Tender Offer and stock repurchase authorization. These repurchases were funded in part by net borrowings under our Amended and Restated Credit
Agreement.
Net Cash Flows from Discontinued Operations
Net cash flows provided by discontinued operations were comprised of the following (in thousands):
Net cash provided by operating activities from discontinued operations
$
—
$
32,980
$
(32,980)
Net cash provided (used) by investing activities from discontinued operations
2,212
(2,771)
4,983
Net
cash provided by financing activities from discontinued operations
—
—
—
Net cash provided by discontinued operations
$
2,212
$
30,209
$
(27,997)
For the six months ended June
30, 2023, compared to the six months ended June 30, 2022, net cash provided by discontinued operations decreased $28.0 million. During the six months ended June 30, 2023, we finalized our previously estimated closing date working capital balance for the TaxAct Sale, resulting in incremental purchase consideration of $2.2 million and an incremental pre-tax gain on disposal of $2.5 million. Net cash provided by discontinued operations declined compared to the prior period due to the completion of the TaxAct Sale in the prior period.
Avantax, Inc. | Q2 2023 Form 10-Q 39
Critical Accounting Estimates
This
Management’s Discussion and Analysis of Financial Condition and Results of Operations and the disclosures included elsewhere in this Quarterly Report on Form 10-Q are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and disclosure of contingencies. In some cases, we could have reasonably used different accounting policies and estimates.
We have identified certain accounting estimates which involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. On an ongoing basis, we evaluate the estimates used. We base our estimates on historical experience, current conditions, and on various other assumptions
that we believe to be reasonable under the circumstances and, based on information available to us at that time, we make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources, as well as identify and assess our accounting treatment with respect to commitments and contingencies. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions. The critical accounting estimates which we believe to be the most critical in the preparation of our condensed consolidated financial statements involve business combinations, goodwill impairment, and income taxes. We continually update and assess the facts, circumstances, and assumptions used in making both our critical accounting estimates and judgments related to our other significant accounting matters.
There have been no material changes in our critical accounting policies as
disclosed under “Critical Accounting Estimates” in Part II, Item 7 and in Note 2 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Other than for our Amended and Restated Credit Agreement discussed in “Item 1. Financial Statements—Note 6”, and our interest rate derivative contracts discussed in “Item 1. Financial Statements—Note 11” and further below, there have been no material changes to the financial instruments for which we are exposed to market risk, as disclosed within
our Annual Report on Form 10-K for the year ended December 31, 2022, during the six months ended June 30, 2023.
As of June 30, 2023, we had $268.3 million in principal amount of debt outstanding under the Delayed Draw Term Loan Facility, which carries a degree of interest rate risk. For further information on our outstanding debt, see “Item 1. Financial Statements—Note 6” and the section “Liquidity and Capital Resources” of“Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the subheading “Indebtedness.” A hypothetical 100 basis point increase in the interest rates under the Delayed Draw Term Loan Facility on
June 30, 2023 would result in a $11.1 million increase in our interest expense until the scheduled maturity date in 2028. For additional information, see Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2022.
During the second quarter of 2023, we entered into two interest rate collar derivative contracts for a total notional value of $1.5 billion. Each contract is indexed to daily simple secured overnight financing rates (“SOFR”) and is a combination of a purchased floor instrument with a strike rate of 2.5% and a sold cap instrument with a strike rate of
5.5%, both of which expire on May 31, 2026. The total cost for these interest rate collars was $15.3 million, which we have elected to defer and will settle through monthly straight-line cash payments to the counterparties over the term of the instruments. This hedging strategy enables us to limit the downside risk of significant reductions to interest rates over the term of the instruments in exchange for capping the amount of our future cash flows that may be received from our cash sweep program for the comparable notional amount hedged.
In addition, during the second quarter of 2023, we sold two interest rate cap derivative contracts for a total notional value of $240.0 million. Each contract
is indexed to daily simple SOFR, has a strike rate of 5.5%, and expires on May 31, 2026. These interest rate caps were sold for a total premium of $1.2 million, which have been deferred and will be settled by the counterparties through monthly straight-line cash payments over the term of the instruments. This hedging strategy enables us to offset a portion of the total cost of our interest rate collar derivatives by capping the amount of our future cash flows that may be received from our cash sweep program for the comparable notional amount hedged.
Avantax, Inc. | Q2 2023 Form 10-Q 40
We are exposed to credit risk in the event of nonperformance of counterparties for our
derivative financial instruments. We manage concentration of counterparty credit risk by limiting acceptable counterparties to major financial institutions with investment grade credit ratings, limiting the amount of credit exposure to individual counterparties and actively monitoring counterparty credit ratings. We also employ master netting arrangements which allow us to net settle positive and negative positions (assets and liabilities) arising from different transactions with the same counterparty. Although not completely eliminated, we do not consider the risk of counterparty default to be significant as a result of these protections. Further, none of our derivative financial instruments are subject to collateral or other security arrangements, nor do they contain provisions that are dependent on our credit ratings from any credit rating agency.
Item 4.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated (pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934) the effectiveness of our disclosure controls and procedures as of June 30, 2023. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e)) were effective as of June 30, 2023.
Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting during the six months ended June 30,
2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
See “Item 1. Financial Statements—Note 9” for information regarding legal proceedings.
Item 1A. Risk Factors
Our business and future results may be affected by a number of risks and uncertainties that should
be considered carefully. In addition, this Form 10-Q also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including the risks described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022.
Except as follows, we believe that there have been no material changes in our risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.
We are exposed to credit risk in the event of nonperformance of counterparties for our derivative financial instruments.
The
Company recently implemented a hedging policy to mitigate and manage risks caused by yield curve, duration and interest rate fluctuations, and other macroeconomic factors upon our business and financing arrangements. The hedging policy will be managed by our Chief Financial Officer in consultation with our Chief Executive Officer and subject to oversight by our Chief Legal Officer, Chief Compliance Officer, Chief Accounting Officer, and Accounting Director as well as our board of directors. However, we cannot assure you of the financial stability or viability of our counterparties and by engaging in derivative transactions, we are exposed to counterparty credit risk. If the counterparty fails to perform, credit risk exists to the extent of the fair value gain in the derivative. The existence of credit risk associated with our hedging policy over time could adversely affect our profitability and, therefore, could have a materially adverse effect on our business, results
of operations, and financial condition.
Avantax, Inc. | Q2 2023 Form 10-Q 41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table details our repurchases of common stock for the six months ended June 30, 2023 (in thousands, except the average price paid per share data):
Period
Total Number
of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs
January 1-31, 2023 (1)
460
$
27.20
460
$
187,483
February
1-28, 2023 (2)
8,333
$
30.00
—
$
187,483
March 1-31, 2023 (1)
498
$
24.66
498
$
175,212
April
1-30, 2023 (1)
484
$
26.39
484
$
162,446
May 1-31, 2023 (1)
882
$
22.15
882
$
142,914
June
1-30, 2023 (1)
840
$
22.45
840
$
124,046
Total
(3)
11,497
$
24.01
3,164
___________________________
(1)Represents shares repurchased through the Company’s $200.0 million stock repurchase authorization, which was originally announced on December 19, 2022. This repurchase authorization does not obligate us to repurchase any specific number of shares,
may be suspended or discontinued at any time, and does not have a specified expiration date. See “Item 1. Financial Statements—Note 12” for further information.
(2)Represents shares repurchased through the Tender Offer, which was fully subscribed. See “Item 1. Financial Statements—Note 12” for further information.
(3)“Average Price Paid per Share” represents the average price paid per share through the Company’s stock repurchase authorization from January 1, 2023 through June 30, 2023, but does not include the price paid per share pursuant to the Tender Offer discussed in note (2) above.
Item 3.
Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended June 30, 2023, none of our officers or directors iiadopted/
or iiterminated/ any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1
trading arrangement.”
Stock Purchase Agreement, dated as of March 18, 2019, by and among 1G Acquisitions, LLC, 1st Global, Inc., 1st Global Insurance Services, Inc., the sellers named therein and joinder sellers, SAB Representative, LLC, as the sellers’
representative, and Avantax, Inc. (f/k/a Blucora, Inc.), as guarantor
Stock Purchase Agreement, dated as of January 6, 2020, by and among Avantax, Inc. (f/k/a Blucora, Inc.), Honkamp Krueger Financial Services, Inc., the sellers named therein, and
JRD Seller Representative, LLC, as the sellers’ representative, as amended by First Amendment to Stock Purchase Agreement, dated April 7, 2020 and Second Amendment to Stock Purchase Agreement, dated June 30, 2020
Third
Amendment to Stock Purchase Agreement, dated June 29, 2021, by and among Spirit Acquisitions, LLC, Honkamp Krueger Financial Services, Inc., the sellers named therein, and JRD Seller Representative, LLC, as the sellers’ representative
Stock Purchase Agreement,
dated as of October 31, 2022, by and among Avantax, Inc. (f/k/a Blucora, Inc.), TaxAct Holdings, Inc., Franklin Cedar Bidco, LLC and DS Admiral Bidco, LLC
Form of Performance-Based Restricted Stock Grant Notice and Award Agreement for Executive Officers under the Avantax, Inc. (f/k/a/ Blucora, Inc.) 2018 Long-Term Incentive Plan (2021)
Form
of Performance-Based Restricted Stock Grant Notice and Award Agreement for Executive Officers under the Avantax, Inc. (f/k/a/ Blucora, Inc.) 2018 Long-Term Incentive Plan (2022; 2023)
Certification
of Principal Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. section 1350)
X
101
The following financial statements from the Company's Form 10-Q for the fiscal quarter ended June 30, 2023, formatted in Inline XBRL: (i) Unaudited Condensed Consolidated Balance Sheets, (ii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Unaudited Condensed Consolidated
Statements of Stockholders' Equity; (iv) Unaudited Condensed Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Condensed Consolidated Financial Statements
X
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
X
____________________________
*
The certifications attached as Exhibits 32.1 and 32.2 are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Avantax, Inc. under the Securities Act of 1933, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly
Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
Avantax, Inc. | Q2 2023 Form 10-Q 43
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
