Acquisitions of Businesses | 5. Acquisitions of Businesses Announced Acquisition of Davo On April 20, 2021, the Company acquired substantially all the assets of Davo Technologies LLC, a Delaware limited liability company (“Davo”) under an asset purchase agreement for aggregate cash consideration of $26.2 million. Approximately $2.6 million of the purchase price will be paid to Davo shareholders over the next 18 months, subject to reduction for certain indemnifications and other potential obligations of Davo shareholders. Additional purchase price will be paid to Davo’s shareholders following the achievement of certain performance metrics during the 2021 and 2022 fiscal years. Davo helps emerging small businesses automate the daily and ongoing requirements for sales tax. In the first quarter of 2021, the Company paid Davo shareholders a $0.3 million deposit, which is recorded in prepaid and other current assets on the consolidated balance sheet as of March 31, 2021. The Company will account for the Davo acquisition as a business combination. Announced Acquisition of Inposia On April 1, 2021, the Company acquired the outstanding equity of Inposia Solutions, GmbH (“Inposia”) under a Share Purchase Agreement for aggregate cash and share consideration of €30 million (or approximately $35.2 million using the exchange rate on April 1, 2021), subject to certain purchase price adjustments. Approximately €4.5 million (or approximately $5.3 million using the exchange rate on April 1, 2021) of the consideration shares will be paid to the shareholders over the next 18 months, subject to reduction for certain indemnification and other potential obligations of the Inposia shareholders. Inposia is a German software company that delivers e-invoicing, digital tax reporting, and system and data integration to support digital transformation efforts and address real-time compliance requirements for businesses. Inposia will build upon Avalara’s existing e-invoicing capabilities in Brazil and India to support customers worldwide with real-time compliance. In the fourth quarter of 2020, the Company paid Inposia shareholders a $2.4 million deposit, which is recorded in prepaid and other current assets in the consolidated balance sheets as of March 31, 2021 and December 31, 2020 October 2020 Acquisition of Transaction Tax Resources On October 5, 2020, the Company acquired the outstanding equity of TTR under a Merger Agreement (the “TTR Merger”). TTR is a leading provider of tax content, research, consulting, and automation tools in the U.S., with products that include software solutions for companies and governments. As a result of the acquisition, the Company expanded its tax content, added new product offerings, and reached new customer segments. The total consideration related to this transaction was $370.1 million, consisting of $294.0 million in cash paid at closing, acquisition holdbacks with a fair value upon acquisition of $57.3 million, and an earnout provision with a fair value upon acquisition of $18.9 million. The acquisition holdbacks represent the present value of an additional $57.3 million of cash to be paid up to three years following the acquisition, subject to reduction for certain indemnifications and other potential obligations of the TTR shareholders, discounted utilizing a risk-free discount rate of 0.13 %. The earnout is payable to TTR’s founder and shareholder no later than February 2023 . The maximum earnout payment is $26.4 million and is based on the achievement of certain TTR revenue growth performance metrics during the 2021 and 2022 fiscal years. The potential amount of all future payments that could be required under the earnout is between $0 and $ 26.4 million. The earnout was recognized at fair value at the date of the business combination and is adjusted to fair value quarterly (see Note 3). Measurement period adjustments recognized in the first quarter of 2021 related to the finalization of the estimated fair values for customer relationships, contract backlog, and earnout liability, and a net working capital adjustment. Purchase Price Allocation Previously Measurement Period As Reported Adjustment Adjusted Cash paid at closing $ 294,017 $ — $ 294,017 Fair value of holdbacks 57,477 (217 ) 57,260 Fair value of earnout provision 15,740 3,131 18,871 Total consideration $ 367,234 $ 2,914 $ 370,148 Estimated fair values of the assets acquired and the liabilities assumed in the TTR Merger as of the acquisition date and including measurement period adjustments are provided in the following table (in thousands): Purchase Price Allocation Previously Measurement Period As Reported Adjustment Adjusted Assets acquired: Cash and cash equivalents $ 2,294 $ — $ 2,294 Trade accounts receivable 5,966 — 5,966 Other current assets 93 — 93 Operating lease right-of-use assets 1,760 — 1,760 Property and equipment 848 — 848 Developed technology, customer relationships, and other intangibles 49,000 (7,500 ) 41,500 Goodwill 327,039 8,526 335,565 Total assets acquired 387,000 1,026 388,026 Liabilities assumed: Trade payables and accrued expenses 731 — 731 Deferred revenue 8,500 — 8,500 Operating lease liabilities 1,760 — 1,760 Deferred tax liability 8,775 (1,888 ) 6,887 Total liabilities assumed 19,766 (1,888 ) 17,878 Net assets acquired $ 367,234 $ 2,914 $ 370,148 The carrying amount of trade accounts receivable acquired in the TTR Mer ger was $7.2 million and was recorded at $6.0 million on the date of acquisition to approximate the fair value. The fair value of deferred revenue was estimated using the income approach, utilizing a bottom-up method that estimated the costs required to support the remaining obligations plus an assumed profit margin, and discounted to present value utilizing a risk-adjusted discount rate of 3.5%. The Company utilizes different valuation approaches and methodologies to determine the fair value of acquired intangible assets. The weighted-average amortization period for all intangibles acquired in the TTR Merger is 4.7 years. The weighted-average amortization period for developed technology intangibles acquired in the TTR Merger is 4.0 years. A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the TTR Merger are provided in the below table (in thousands): Intangible Previously Reported Assigned Value Purchase Price Allocation Measurement Period Adjustment As Reported Assigned Value Valuation Methodology Discount Rate Estimated Useful Life Customer relationships $ 26,000 $ (5,000 ) $ 21,000 Multi-period excess earnings-income approach 18% 6 years Developed technology 9,600 — 9,600 Relief from royalty-income approach and replacement cost method-cost approach 17% to 18% 3 to 6 years Tradename 5,800 — 5,800 Relief from royalty-income approach 17% 2 years Contract backlog 5,800 (2,500 ) 3,300 Multi-period excess earnings-income approach 17% 3 years Noncompetition agreements 1,800 — 1,800 With-and-without valuation-income approach 19% 5 years The excess of the purchase price over the net identified tangible and intangible assets is $335.6 million and has been recorded as goodwill, which includes synergies expected from the combined service offerings and the value of the assembled workforce. The goodwill is not expected to be deductible for tax purposes. The acquisition holdback liability is recorded in accrued purchase price related to acquisitions, with $18.9 million and $19.9 million included in current portion as of March 31, 2021 and December 31, 2020, respectively, and $37.7 million included in noncurrent portion on the consolidated balance sheet as of March 31, 2021 and December 31, 2020. A portion of the acquisition holdback liability in the amount of $1.0 million was settled in the first quarter of 2021, resulting in additional cash of $0.8 million paid to sellers. November 2020 Acquisition of Business Licenses On November 5, 2020, the Company acquired substantially all of the assets of Business Licenses under an Asset Purchase Agreement (“the Business Licenses Purchase”). Business Licenses is a leading provider of license content, software, management, and services that automate and streamline business license compliance for companies of all sizes. As a result of the acquisition, the Company expanded its product offerings to include complementary compliance solutions beyond tax, such as business licenses and registrations. The Company accounted for the Business Licenses Purchase as a business combination. The total consideration transferred related to this transaction was $93.3 million, consisting of $64.8 million paid in cash at closing, an acquisition holdback with a fair value upon acquisition of $11.1 million, and an earnout provision with a fair value upon acquisition of $17.4 million. The acquisition holdback represents the present value of an additional $11.1 million of cash to be paid after eighteen months to Business Licenses’ shareholders, subject to reduction for certain indemnification obligations, discounted utilizing a risk-free discount rate of 0.13%. The maximum earnout payment of up to $20.7 million will be paid, in shares of the Company’s common stock, to Business Licenses’ shareholders following the achievement of certain Business Licenses operating performance metrics during the four years following the acquisition. The potential amount of all future payments that could be required under the earnout is between $0 and $20.7 million. The earnout was originally recognized at fair value at the date of the business combination is adjusted to fair value quarterly (see Note 3). Measurement period adjustments recognized in the first quarter of 2021 relate to the finalization of the estimated fair value of the earnout liability and a net working capital adjustment. Purchase Price Allocation Previously Measurement Period As Reported Adjustment Adjusted Cash paid at closing $ 64,812 $ — $ 64,812 Fair value of holdbacks 11,415 (306 ) 11,109 Fair value of earnout provision 18,728 (1,328 ) 17,400 Total consideration $ 94,955 $ (1,634 ) $ 93,321 Estimated fair values of the assets acquired and the liabilities assumed in the Business Licenses Purchase as of the acquisition date and including measurement period adjustments are provided in the following table (in thousands): Purchase Price Allocation Previously Measurement Period As Reported Adjustment Adjusted Assets acquired: Cash and cash equivalents $ 120 $ — $ 120 Trade accounts receivable 1,326 — 1,326 Customer fund assets 1,074 — 1,074 Other current assets 101 — 101 Operating lease right-of-use assets 1,644 — 1,644 Property and equipment 87 — 87 Developed technology, customer relationships, and other intangibles 19,525 — 19,525 Goodwill 73,775 (1,634 ) 72,141 Other noncurrent assets 31 — 31 Total assets acquired 97,683 (1,634 ) 96,049 Liabilities assumed: Accrued expenses 56 — 56 Customer fund obligations 1,028 — 1,028 Operating lease liabilities 1,644 — 1,644 Total liabilities assumed 2,728 — 2,728 Net assets acquired $ 94,955 $ (1,634 ) $ 93,321 The carrying amount of trade accounts receivable acquired in the Business Licenses Purchase approximate the fair value. The Company utilizes different valuation approaches and methodologies to determine the fair value of acquired intangible assets. The weighted-average amortization period for all intangibles acquired in the Business Licenses Purchase is 5.3 years. The weighted-average amortization period for developed technology intangibles acquired in the Business Licenses Purchase is 3.1 years. A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the Business Licenses Purchase are provided in the below table (in thousands): Intangible Assigned Value Valuation Methodology Discount Rate Estimated Useful Life Customer relationships $ 15,000 Multi-period excess earnings-income approach 19.5% 6 years Developed technology 3,625 Relief from royalty-income approach and replacement cost method-cost approach 19.5% 1 to 5 years Noncompetition agreements 500 With-and-without valuation-income approach 19.5% 5 years Tradename 400 Relief from royalty-income approach 19.5% 1 year The excess of the purchase price over the net identified tangible and intangible assets is $72.1 million and has been recorded as goodwill, which includes synergies expected from the combined service offerings and the value of the assembled workforce. The goodwill is expected to be deductible for tax purposes. The acquisition holdback liability of $11.1 million and $11.4 million is recorded in accrued purchase price related to acquisitions, noncurrent portion on the consolidated balance sheet as of March 31, 2021 and December 31, 2020 respectively. December 2020 Acquisition of Impendulo On December 1, 2020, the Company acquired the shares of Impendulo (“the Impendulo Purchase”). Impendulo is a London-based provider of insurance tax compliance solutions and offers insurance tax compliance management technology and services, specializing in support for multi-national insurance companies. With the acquisition of Impendulo, the Company expands its product offerings to include insurance premium tax compliance. The Company accounted for the Impendulo Purchase as a business combination. The total consideration transferred related to this transaction was $14.0 million, consisting of $11.7 million paid in cash at closing, $1.2 million paid in the Company’s common stock, and an additional $1.1 million that was paid in the first quarter of 2021 based on final revenue metrics achieved up to the date of acquisition. Measurement period adjustments recognized in the first quarter of 2021 relate to the finalization of the net working capital adjustment. Purchase Price Allocation Previously Measurement Period As Reported Adjustment Adjusted Cash paid at closing $ 11,713 $ — $ 11,713 Common stock paid at close 1,190 — 1,190 Cash payable accrual 694 425 1,119 Total consideration $ 13,597 $ 425 $ 14,022 Estimated fair values of the assets acquired and the liabilities assumed in the Impendulo Purchase as of the acquisition date and including measurement period adjustments are provided in the following table (in thousands): Purchase Price Allocation Previously Measurement Period As Reported Adjustment Adjusted Assets acquired: Cash and cash equivalents $ 1,347 $ — $ 1,347 Accounts receivable 371 — 371 Other assets 147 — 147 Developed technology, customer relationships, and other intangibles 3,617 — 3,617 Goodwill 10,217 425 10,642 Total assets acquired 15,699 425 16,124 Liabilities assumed: Trade payables and accrued expenses 663 — 663 Deferred revenue and contract liabilities 694 — 694 Deferred tax liability 745 — 745 Total liabilities assumed 2,102 — 2,102 Net assets acquired $ 13,597 $ 425 $ 14,022 The carrying amount of trade accounts receivable acquired in the Impendulo Purchase approximate the fair value. The Company utilizes different valuation approaches and methodologies to determine the fair value of acquired intangible assets. The weighted-average amortization period for all intangibles acquired in the Impendulo Purchase is 5.9 years. A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the Impendulo Purchase are provided in the below table (in thousands): Intangible Assigned Value Valuation Methodology Discount Rate Estimated Useful Life Customer relationship $ 2,964 Multi-period excess earnings-income approach 20% 6 years Developed technology 616 Relief from royalty-income approach 20% 6 years Tradename 37 Relief from royalty-income approach 20% 1 year The excess of the purchase price over the net identified tangible and intangible assets is $10.6 million and has been recorded as goodwill, which includes synergies expected from the combined service offerings and the value of the assembled workforce. The goodwill is not expected to be deductible for tax purposes. |