Acquisitions of Businesses | 5 . Acquisitions of Businesses Announced Acquisition of CrowdReason and CorrelationAdvisors On October 18, 2021, the Company acquired substantially all the assets of CrowdReason LLC, a Texas limited liability company (“CrowdReason”), and CorrelationAdvisors LLC, a Texas limited liability company (“CorrelationAdvisors”) under an asset purchase agreement. At close, the Company paid $8.3 million in cash. The agreement includes an acquisition holdback of $2.0 million payable in 18 months or less subject to reductions for certain indemnifications and other potential obligations of CrowdReason and Correlation Advisors. The agreement also contains a three-year software applications, solutions , and services for property tax compliance. CorrelationAdvisors provides consulting services related to property valuation and property tax compliance. The Company will account for the CrowdReason and CorrelationAdvisors acquisition as a business combination and plans to provide a preliminary asset valuation and other required acquisition-related disclosures in its annual report on Form 10-K for the year ending December 31, 2021 . Announced Acquisition of Track1099 On October 1, 2021, the Company acquired substantially all the assets of Track1099 LLC, a Delaware limited liability company (“Track1099”) under an asset purchase agreement. At close, the Company paid $35.0 million in cash . The agreement includes an acquisition holdback two-year September 2021 Acquisition of 3CE Technologies, Inc On September 7, 2021, the Company acquired substantially all the assets of 3CE Technologies, Inc. (“3CE”) under an Asset Purchase Agreement (the “3CE Purchase”). expand and improve Avalara’s HS classification content and provide a new self-service model to sell to the Company’s customers. The Company accounted for the 3CE Purchase as a business combination. The acquisition has been included in the Company’s consolidated results of operations since the acquisition date; however, the effect of the business combination is not material to the consolidated results of operations. The total consideration related to this transaction is $11.2 million, consisting of $9.9 million cash paid at close and an acquisition holdback with a fair value upon acquisition of $1.3 million. Preliminary estimated fair values of the assets acquired and the liabilities assumed in the 3CE Purchase as of the acquisition date include intangible assets of $2.5 million primarily attributable to developed technology and customer relationships and goodwill of $8.3 million. The estimated fair values for acquired accounts receivable, deferred revenue, and intangible assets are preliminary in nature and subject to adjustment when the necessary information is available to complete the valuation April 2021 Acquisition of Inposia On April 1, 2021, the Company acquired the outstanding equity of Inposia Solutions, GmbH (“Inposia”) under a Share Purchase Agreement (the “Inposia Purchase”). 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. The Company accounted for the Inposia Purchase as a business combination. Acquisition-related costs of $1.4 million were primarily for legal and due-diligence related fees and were recorded in general and administrative expense, of which $1.0 million was incurred in the second half of 2020 and $0.4 million was incurred in the first nine months of 2021. The total consideration transferred related to this transaction was €31.8 million (or approximately $37.4 million using the exchange rate on April 1, 2021), consisting of net cash consideration of $14.5 million and 164,416 shares of the Company’s common stock paid at closing with an acquisition date fair value of $23.0 million. Net cash consideration consists of $12.2 million cash paid at closing, and a million cash deposit paid in the fourth quarter of 2020, offset by $0.2 million cash received by the Company in the third quarter of 2021 as a result of net working capital adjustments. A portion of shares issued are held in escrow as of September 30, 2021, and will be released to the Inposia shareholders during the 18 months following the acquisition, subject to reduction for certain indemnification and other potential obligations of the Inposia shareholders. The shares held in escrow are considered issued and outstanding, and are recorded in shareholders’ equity on the consolidated balance sheet as of September 30, 2021. Measurement period adjustments recognized in the third quarter of 2021 related primarily to updated estimated fair values for acquired intangible assets, deferred tax liabilities, and a net working capital adjustment. Previously Reported As of June 30, 2021 Purchase Price Allocation Measurement Period Adjustment As Adjusted Cash paid at closing (net of amounts returned) $ 14,671 $ (188 ) $ 14,483 Fair value of common stock issued at closing 22,971 — 22,971 Total consideration $ 37,642 $ (188 ) $ 37,454 Preliminary estimated fair values of the assets acquired and the liabilities assumed in the Inposia Purchase as of the acquisition date are provided in the following table (in thousands): Previously Reported As of June 30, 2021 Purchase Price Allocation Measurement Period Adjustment As Adjusted Assets acquired: Cash and cash equivalents $ 1,264 $ — $ 1,264 Trade accounts receivable 1,767 — 1,767 Other current assets 268 — 268 Operating lease right-of-use assets 928 — 928 Property and equipment 98 — 98 Developed technology, customer relationships, and other intangibles 12,684 1,820 14,504 Goodwill 27,702 (1,486 ) 26,216 Other noncurrent assets 35 — 35 Total assets acquired 44,746 334 45,080 Liabilities assumed: Trade payables and accrued expenses 1,340 — 1,340 Deferred revenue 811 (55 ) 756 Other liabilities, noncurrent 106 — 106 Operating lease liabilities 928 — 928 Deferred tax liability 3,919 577 4,496 Total liabilities assumed 7,104 522 7,626 Net assets acquired $ 37,642 $ (188 ) $ 37,454 The estimated fair values for acquired intangible assets, deferred revenue, and deferred tax liabilities are preliminary in nature and subject to adjustment when the necessary information is available to complete the valuation. The carrying amount of trade accounts receivable acquired in the Inposia Purchase approximates the fair value. The fair value of deferred revenue was estimated utilizing a discount rate of 4.0% based on the Company’s estimated pre-tax cost of debt. 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 Inposia Purchase is 6.2 years . A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the Inposia Purchase are provided in the below table (in thousands ): Intangible Previously Reported Assigned Value As of June 30, 2021 Purchase Price Allocation Measurement Period Adjustment As Reported Assigned Value Valuation Methodology Discount Rate Estimated Useful Life Customer relationships $ 1,585 $ 1,938 $ 3,523 Multi-period excess earnings-income approach 18.5 % 8 years Developed technology 9,572 — 9,572 Relief from royalty-income approach 18.5 % 6 years Noncompetition agreements 1,292 (118 ) 1,174 With-and-without valuation-income approach 21.0 % 3 years Tradename 235 — 235 Relief from royalty-income approach 18.5 % 3 years The excess of the purchase price over the net identified tangible and intangible assets is $26.2 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. For the period from the date of the Inposia Purchase through September 30, 2021, revenue was $4.0 million and pre-tax loss was $1.5 million from the Inposia business. April 2021 Acquisition of Davo On April 20, 2021, the Company acquired substantially all the assets of Davo under an Asset Purchase Agreement (the “Davo Purchase”). Davo helps emerging small businesses automate the daily and ongoing requirements for sales tax. As a result of the acquisition, Davo extends Avalara’s ability to provide integrated sales tax compliance processes to alleviate the burden of compliance on small businesses. The Company accounted for the Davo Purchase as a business combination. Acquisition-related costs of $0.1 million were primarily for legal and due-diligence related fees and were recorded in general and administrative expense. The total consideration transferred related to this transaction was $56.9 million, consisting of $23.5 million cash paid at close, a $0.3 million cash deposit paid in the first quarter of 2021, an acquisition holdback with a fair value upon acquisition of $2.6 million, and an earnout provision with a fair value upon acquisition of $30.5 million. The acquisition holdback represents an additional $2.6 million of cash to be paid Davo shareholders during the 18 months following the acquisition date, subject to reduction for certain indemnifications and other potential obligations of Davo shareholders. The acquisition holdback liability is recorded in accrued purchase price related to acquisitions, noncurrent portion on the consolidated balance sheet as of September 30, 2021. The earnout will be calculated as a multiple of certain performance metrics during the 12-month measurement periods ending March 31, 2022 and 2023, and there is not a stated minimum or maximum payment required under the earnout. Of the earnout liability recognized at the date of the business combination, $15.1 million is recorded in accrued earnout liabilities, current and $15.4 million is recorded in accrued earnout liabilities, noncurrent. The earnout liability is adjusted to fair value quarterly (see Note 3). Measurement period adjustments recognized in the third quarter of 2021 related primarily to updated estimated fair values for acquired intangible assets, earnout liability, and a net working capital adjustment. Previously Reported As of June 30, 2021 Purchase Price Allocation Measurement Period Adjustment As Adjusted Cash paid through closing $ 23,818 $ — $ 23,818 Fair value of earnout provision 28,620 1,927 30,547 Fair value of holdbacks 2,600 (9 ) 2,591 Total consideration $ 55,038 $ 1,918 $ 56,956 Preliminary estimated fair values of the assets acquired and the liabilities assumed in the Davo Purchase as of the acquisition date are provided in the following table (in thousands): Previously Reported As of June 30, 2021 Purchase Price Allocation Measurement Period Adjustment As Adjusted Assets acquired: Cash and cash equivalents $ 198 $ — $ 198 Funds held from customers 12,464 — 12,464 Trade accounts receivable 119 — 119 Other current assets 58 — 58 Operating lease right-of-use assets 46 — 46 Developed technology, customer relationships, and other intangibles 6,427 414 6,841 Goodwill 48,426 1,505 49,931 Other noncurrent assets 2 (1 ) 1 Total assets acquired 67,740 1,918 69,658 Liabilities assumed: Accrued expenses 117 — 117 Deferred revenue 75 — 75 Operating lease liabilities 46 — 46 Customer fund obligations 12,464 — 12,464 Total liabilities assumed 12,702 — 12,702 Net assets acquired $ 55,038 $ 1,918 $ 56,956 The estimated fair values for acquired intangible assets and earnout consideration are preliminary in nature and subject to adjustment, when the necessary information is available to complete the valuation. The carrying amount of trade accounts receivable acquired in the Davo Purchase approximates 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 Davo Purchase is 6.8 years. A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the Davo Purchase are provided in the below table (in thousands): Intangible Previously Reported Assigned Value As of June 30, 2021 Purchase Price Allocation Measurement Period Adjustment As Reported Assigned Value Valuation Methodology Discount Rate Estimated Useful Life Customer relationships $ 4,350 $ (50 ) $ 4,300 Multi-period excess earnings-income approach and replacement cost method-cost approach 14.5 % 8 years Developed technology 1,800 100 1,900 Relief from royalty-income approach 14.5 % 5 years Noncompetition agreements 191 364 555 With-and-without valuation-income approach 16.5 % 5 years Tradename 86 — 86 Relief from royalty-income approach 14.5 % 1 years The excess of the purchase price over the net identified tangible and intangible assets is $49.9 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. For the period from the date of the Davo Purchase through September 30, 2021, revenue was $1.3 million and pre-tax loss was $1.2 million from the Davo business. 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 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. Previously Reported As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As 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): Previously Reported As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As 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 As of December 31, 2020 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 $37.8 million included in the current portion on the consolidated balance sheet as of September 30, 2021, and $19.9 million and $37.7 million included in the current and noncurrent portions, respectively, on the consolidated balance sheet as of December 31, 2020. A portion of the acquisition holdback liability in the amount of $19.9 million was settled in the first nine months of 2021, comprised of cash paid of $0.8 million in the first quarter, $18.8 million paid in the second quarter and no additional payments in the third quarter 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 18 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 related to the finalization of the estimated fair value of the earnout liability and a net working capital adjustment. Previously Reported As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As 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): Previously Reported As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As 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. As of September 30, 2021, the acquisition holdback liability of $11.1 million is recorded in accrued purchase price related to acquisitions, current portion on the consolidated balance sheet. As of December 31, 2020 the acquisition holdback liability of $11.4 million is recorded in accrued purchase price related to acquisitions, noncurrent portion on the consolidated balance sheet. 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. Previously Reported As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As 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): Previously Reported As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As Adjusted Assets acquired: Cash and cash equivalents $ 1,347 $ — $ 1,347 Trade 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. Pro Forma Financial Information for the 2021 Acquisitions (Unaudited) T he unaudited pro forma financial information in the table below summarizes the combined results of operations for Avalara, Inposia, and Davo (which are considered relevant for the purposes of unaudited pro forma financial information disclosure) as though the companies were combined as of January 1, 2020. The unaudited pro forma financial information presented also includes certain business combination accounting effects resulting from the acquisitions, including amortization charges from acquired intangible assets, but does not include the fair value adjustment for deferred revenue and contract liabilities. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had taken place as of January 1, 2020. For the Nine Months Ended September 30, 2021 2020 Total revenue $ 511,837 $ 362,729 Net loss (92,837 ) (41,664 ) |