8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

January 5, 2021

Date of Report

(Date of earliest event reported)  

BLUCORA, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-25131	91-1718107
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3200 Olympus Blvd, Suite 100

Dallas, Texas 75019

(Address of principal executive offices)

(972) 870-6400

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	BCOR	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 7.01    Regulation FD Disclosure.

On January 5, 2021, Blucora, Inc. (the “Company”) issued a press release that contains a letter from the president and chief executive officer to the Company’s stockholders. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No	Description
99.1	Press Release dated January 5, 2021.
104.1	Cover Page Interactive Data File (embedded within the Inline XBRL Document).

Safe Harbor Statement Under the Private Securities and Litigation Reform Act

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. 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 “believes,” “estimates,” “should,” “could,” “would,” “plans,” “expects,” “intends,” “anticipates,” “may,” “forecasts,” “future,” “will,” “projects,” “predicts,” “potential,” “continues,” “target,” “outlook” and similar expressions and variations. Actual results may differ significantly from management’s expectations due to various risks and uncertainties including, but not limited to: the impact of the coronavirus pandemic on the Company’s results of operations and its business, including the impact of the resulting economic and market disruption and the extension of tax filing deadlines and other related relief; the Company’s ability to effectively implement its future business plans and growth strategy; the Company’s ability to effectively compete within its industry; the Company’s ability to attract and retain financial professionals, qualified employees, clients, and customers, as well as its ability to provide strong customer/client service; the Company’s ability to close, finance, and realize all of the anticipated benefits of acquisitions, as well as its ability to integrate the operations of recently acquired businesses, and the potential impact of such acquisitions on the Company’s existing indebtedness and leverage; the Company’s future capital requirements and the availability of financing, if necessary; the Company’s ability to meet its current and future debt service obligations, including the Company’s ability to maintain compliance with its debt covenants; downgrade of the Company’s credit ratings; the Company’s ability to generate strong performance for its clients and the impact of the financial markets on its clients’ portfolios; the impact of new or changing legislation and regulations (or interpretations thereof) on the Company’s business, including the Company’s 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 the Company may be subject as a result thereof; risks, burdens, and costs, including fines, penalties or disgorgement, associated with the Company’s business being subjected to regulatory inquiries, investigations or initiatives; risks associated with legal proceedings, including litigation and regulatory proceedings; the Company’s ability to manage leadership and employee transitions, including costs and time burdens on management and the Company’s board of directors related thereto; political and economic conditions and events that directly or indirectly impact the wealth management and tax preparation industries; the Company’s ability to respond to rapid technological changes, including its ability to successfully release new products and services or improve upon existing products and services; the compromising of confidentiality, availability or integrity of information, including cyberattacks; the Company’s expectations concerning the revenues it generates from fees associated with the financial products that it distributes; risks related to goodwill and other intangible asset impairment; the Company’s ability to develop, establish, and maintain strong brands; risks associated with the use and implementation of information technology and the effect of security breaches, computer viruses, and computer hacking attacks; the Company’s ability to comply with laws and regulations regarding privacy and protection of user data; the Company’s ability to maintain its relationships with third-party partners, providers, suppliers, vendors, distributors, contractors, financial institutions, industry associations, and licensing partners, and the Company’s expectations regarding and reliance on the products, tools, platforms, systems, and services provided by these third parties; the Company’s beliefs and expectations regarding the seasonality of its business; the Company’s assessments and estimates that determine the Company’s effective tax rate; and the Company’s ability to protect its

intellectual property and the impact of any claim that the Company has infringed on the intellectual property rights of others. A more detailed description of these and certain other factors that could affect actual results is included in the Company’s filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this report, except as may be required by law.

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, hereunto duly authorized.

Date: January 5, 2021
	BLUCORA, INC.
	By	/s/ Ann J. Bruder
		Ann J. Bruder
		Chief Legal, Development and
		Administrative Officer and Secretary

EX-99.1

EXHIBIT 99.1

BLUCORA PRESIDENT AND CHIEF EXECUTIVE OFFICER SENDS ANNUAL LETTER TO STOCKHOLDERS

DALLAS, Jan. 05, 2021 (GLOBE NEWSWIRE) -- Blucora, Inc. (NASDAQ: BCOR) today released the following letter to stockholders.

Dear Fellow Stockholder –

As we begin 2021, I wanted to thank you for your investment in Blucora.  Blucora’s Board, management team, and employees appreciate the trust you have placed in us, and, as the new management team and newly refreshed board start our first full year together, we remain committed to executing our plan to realize Blucora’s long-term potential.

While 2020 was a truly unprecedented year that included challenges on many fronts, I am encouraged by the significant progress made in establishing the foundation for Blucora’s success in 2021 and beyond, including:

•Operating effectively during the pandemic, including transitioning the vast majority of our team to working from home;

•Refining our strategy with clear strategic priorities at the corporate and business unit levels;

•Reorganizing our team to position us to deliver on our strategy;

•Bolstering our leadership team, adding talented new executives including a Chief Financial Officer, Chief Growth and Marketing Officer, Chief Human Resources Officer, and technical leadership (both Chief Information Officer and Chief Technology Officer), as well as expanding responsibilities for a number of our top-performing executives; and

•Renegotiating the terms of the acquisition of HK Financial Services (“HKFS”), a fast-growing, highly profitable registered investment advisor, to be more favorable to Blucora and then completing the acquisition and rebranding HKFS as Avantax Planning Partners.

The start of a year is always exciting, but it is particularly so for our business with the start of tax season. The team looks forward to the opportunity to implement our refined marketing approach, launch our online-assisted offering for all customers, and deliver additional product enhancements.  Additionally, with the HKFS acquisition, we will be able to pursue a substantially increased addressable market and unlock synergies between our business lines. I expect that our team will continue to make significant progress in 2021, which will be our team’s first full year together executing our refined long-term growth strategy, and look forward to sharing progress as the year unfolds.

I am also proud of our ongoing commitment to strong governance and robust oversight of the business. In 2020, we welcomed three new independent directors to the Board. In addition to bringing deep expertise aligned with the core components of Blucora’s strategy, our new independent directors further enhance the diverse perspectives and backgrounds of the Board. Now, more than 60% of our independent directors are women and/or racially diverse. We are already benefiting from our new directors’ engagement as we execute on our plans for the business.

I wish you and your families a safe and healthy 2021.

Best,

Chris Walters

About Blucora®

Blucora, Inc. (NASDAQ: BCOR) is on the forefront of financial technology, a provider of data and technology-driven solutions that empowers people to improve their financial wellness. Blucora operates in two segments including (i) wealth management, through its tax-focused Avantax Wealth Management and HK Financial Services brands, with a collective $76 billion in total client assets as of September 30, 2020 and (ii) tax preparation, through its TaxAct business, a market leader in tax preparation software with approximately 3 million consumer and 20,000 professional users in 2020. With integrated tax focused software and wealth management, Blucora is uniquely positioned to assist our customers in achieving better long-term outcomes via holistic, tax-advantaged solutions. For more information on Blucora, visit www.blucora.com.

Source: Blucora

Contact:

Blucora Investor Relations

IR@Blucora.com

(972) 870-6463

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 “believes,” “expects,” “intends,” “anticipates,” “may,” “will,” “potential,” “continues” and similar expressions and variations. Actual results may differ significantly from management’s expectations due to various risks and uncertainties including, but not limited to those factors described in the Risk Factors section of the Form 10-K and quarterly report on Form 10-Q most recently filed by the Blucora with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Blucora undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.

XML

Cover	Jan. 05, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 05, 2021
Entity Registrant Name	BLUCORA, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-25131
Entity Tax Identification Number	91-1718107
Entity Address, Address Line One	3200 Olympus Blvd
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75019
City Area Code	972
Local Phone Number	870-6400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	BCOR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001068875