AVALARA, INC. - Quarter Report: 2021 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38525

AVALARA, INC.

(Exact Name of Registrant as Specified in its Charter)

Washington			91-1995935
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

255 South King Street, Suite 1800 Seattle, WA			98104
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (206) 826-4900

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	AVLR	New York Stock Exchange

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. Yes ☒ 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Small reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 30, 2021, the registrant had 85,969,467 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Balance Sheets (unaudited)	3
	Consolidated Statements of Operations (unaudited)	4
	Consolidated Statements of Comprehensive Loss (unaudited)	5
	Consolidated Statements of Cash Flows (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	44
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 6.	Exhibits	46
Signatures		47

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding future events or our future results of operations, financial condition, business, strategies, financial needs, and the plans and objectives of management, are forward-looking statements. In some cases you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “likely,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Forward-looking statements are based on information available to our management as of the date of this report and our management's good faith belief as of such date with respect to future events and are subject to a number of risks, uncertainties, and assumptions that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

•

our ability to sustain our revenue growth rate, to achieve or maintain profitability, and to effectively manage our anticipated growth;

•

our ability to attract new customers on a cost-effective basis and the extent to which existing customers renew and upgrade their subscriptions;

•

the timing of our introduction of new solutions or updates to existing solutions;

•

our ability to successfully diversify our solutions by developing or introducing new solutions or acquiring and integrating additional businesses, products, services, or content;

•

our ability to maintain and expand our strategic relationships with third parties;

•

our ability to deliver our solutions to customers without disruption or delay;

•

our exposure to liability from errors, delays, fraud, or system failures, which may not be covered by insurance;

•

our ability to expand our international reach;

•

the potential effects on our business of events beyond our control such as the current novel coronavirus (“COVID-19”) pandemic; and

•

other factors discussed in other sections of this Quarterly Report on Form 10-Q, including the sections of this report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and under Part II, Item 1A. “Risk Factors” and in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”) under Part I, Item 1A, “Risk Factors.”

You should not place undue reliance on our forward-looking statements and you should not rely on forward-looking statements as predictions of future events. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. The forward-looking statements made in this Quarterly Report on Form 10-Q speak only as of the date of this report. We undertake no obligation to update any forward-looking statements made in this report to reflect events or circumstances after the date of this report or to reflect new information or the occurrence of unanticipated events, except as required by law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

AVALARA, INC.

Consolidated Balance Sheets

(In thousands, except for per share data)

	March 31,			December 31,
	2021			2020
Assets
Current assets:
Cash and cash equivalents	$	638,794		$	673,593
Restricted cash		31,083			19,953
Trade accounts receivable—net of allowance for doubtful accounts of $4,925 and $3,983, respectively		90,126			75,857
Deferred commissions		12,957			12,245
Prepaid expenses and other current assets		29,580			20,098
Total current assets before customer fund assets		802,540			801,746
Funds held from customers		33,633			30,598
Receivable from customers—net of allowance of $749 and $593, respectively		888			563
Total current assets		837,061			832,907
Noncurrent assets:
Restricted cash		37,803			37,700
Deferred commissions		40,273			38,625
Operating lease right-of-use assets—net		50,145			52,320
Property and equipment—net		36,347			34,713
Intangible assets—net		74,679			86,513
Goodwill		520,120			513,234
Other noncurrent assets		5,434			6,321
Total assets	$	1,601,862		$	1,602,333
Liabilities and shareholders' equity
Current liabilities:
Trade payables	$	18,361		$	20,280
Accrued expenses		69,151			84,532
Deferred revenue		223,961			208,026
Accrued purchase price related to acquisitions		18,836			22,473
Accrued earnout liabilities		12,503			749
Operating lease liabilities		11,505			11,339
Total current liabilities before customer fund obligations		354,317			347,399
Customer fund obligations		35,147			31,549
Total current liabilities		389,464			378,948
Noncurrent liabilities:
Deferred revenue		1,570			1,664
Accrued purchase price related to acquisitions		48,766			49,057
Accrued earnout liabilities		25,400			34,468
Operating lease liabilities		53,503			56,625
Deferred tax liability		1,171			1,031
Other noncurrent liabilities		542			380
Total liabilities		520,416			522,173
Commitments and contingencies
Shareholders' equity:
Common stock, $0.0001 par value – 85,760 and 85,058 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively, and 600,000 shares authorized as of March 31, 2021 and December 31, 2020		9			9
Additional paid-in capital		1,672,531			1,640,867
Accumulated other comprehensive loss		(1,729	)		(1,339	)
Accumulated deficit		(589,365	)		(559,377	)
Total shareholders’ equity		1,081,446			1,080,160
Total liabilities and shareholders' equity	$	1,601,862		$	1,602,333

The accompanying notes are an integral part of these consolidated financial statements.

AVALARA, INC.

Consolidated Statements of Operations (unaudited)

(In thousands, except per share data)

	For the Three Months Ended March 31,
	2021			2020
Revenue:
Subscription and returns	$	139,318		$	105,546
Professional services		14,283			5,897
Total revenue		153,601			111,443
Cost of revenue:
Subscription and returns		38,163			29,517
Professional services		6,508			4,737
Total cost of revenue		44,671			34,254
Gross profit		108,930			77,189
Operating expenses:
Research and development		39,156			25,847
Sales and marketing		64,304			49,634
General and administrative		30,851			21,388
Total operating expenses		134,311			96,869
Operating loss		(25,381	)		(19,680	)
Other (income) expense:
Interest income		(24	)		(1,442	)
Other (income) expense, net		2,274			(3,372	)
Total other (income) expense, net		2,250			(4,814	)
Loss before income taxes		(27,631	)		(14,866	)
Provision for income taxes		2,357			417
Net loss	$	(29,988	)	$	(15,283	)

Net loss per share attributable to common shareholders, basic and diluted	$	(0.35	)	$	(0.20	)
Weighted average shares of common stock outstanding, basic and diluted		85,436			77,904

The accompanying notes are an integral part of these consolidated financial statements.

AVALARA, INC.

Consolidated Statements of Comprehensive Loss (unaudited)

(In thousands)

	For the Three Months Ended March 31,
	2021			2020
Net loss	$	(29,988	)	$	(15,283	)
Other comprehensive income (loss) — Foreign currency translation		(390	)		625
Total comprehensive loss	$	(30,378	)	$	(14,658	)

The accompanying notes are an integral part of these consolidated financial statements.

AVALARA, INC.

Consolidated Statements of Cash Flows (unaudited)

(In thousands)

	For the Three Months Ended March 31,
	2021			2020
Cash flows from operating activities:
Net loss	$	(29,988	)	$	(15,283	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		18,777			9,731
Depreciation and amortization		7,071			4,091
Impairment of capitalized cloud computing costs		345			—
Deferred income tax expense		2,028			62
Non-cash operating lease costs		2,175			1,956
Non-cash change in earnout liabilities		1,350			(2,509	)
Non-cash bad debt expense		582			631
Other		(389	)		(10	)
Changes in operating assets and liabilities:
Trade accounts receivable		(14,695	)		(2,750	)
Prepaid expenses and other current assets		(9,186	)		(4,745	)
Deferred commissions		(2,360	)		(2,250	)
Other noncurrent assets		541			(384	)
Trade payables		(1,895	)		3,659
Accrued expenses		(15,634	)		(18,568	)
Deferred revenue		15,841			4,128
Operating lease liabilities		(2,810	)		(2,230	)
Net cash used in operating activities		(28,247	)		(24,471	)
Cash flows from investing activities:
Purchase of property and equipment		(1,366	)		(883	)
Capitalized software development costs		(2,311	)		(717	)
Cash paid for acquisitions of businesses, net of cash and restricted cash equivalents acquired		(2,167	)		—
Net cash used in investing activities		(5,844	)		(1,600	)
Cash flows from financing activities:
Proceeds from exercise of stock options		5,529			7,928
Proceeds from purchases of stock under employee stock purchase plan		7,088			5,716
Acquisition-related post-closing payments		(1,971	)		—
Payments related to business combination earnouts		—			(3,760	)
Payments related to asset acquisition earnouts		(690	)		(65	)
Net increase in customer fund obligations		3,598			3,915
Net cash provided by financing activities		13,554			13,734
Foreign currency effect		6			(365	)
Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents		(20,531	)		(12,702	)
Cash, cash equivalents, restricted cash, and restricted cash equivalents—Beginning of period		761,844			491,333
Cash, cash equivalents, restricted cash, and restricted cash equivalents—End of period	$	741,313		$	478,631
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents to the Consolidated Balance Sheets, end of period:
Cash and cash equivalents	$	638,794		$	450,535
Restricted cash		68,886			—
Restricted cash equivalents—funds held from customers		33,633			28,096
Total cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period	$	741,313		$	478,631

	For the Three Months Ended March 31,
	2021			2020
Supplemental cash flow disclosures:
Cash paid for interest expense	$	—		$	—
Cash paid for operating lease liabilities		3,493			3,108
Cash paid for income taxes		153			320

Non-cash investing and financing activities:
Stock issued related to business combinations	$	—		$	3,750
Accrued value of earnout related to acquisitions of businesses		(1,802	)		—
Accrued purchase of intangible assets		178			—
Property and equipment additions in accounts payable and accrued expenses		1,263			743
Fair value of common stock issued to purchase intangible assets		—			87
Operating lease right-of-use assets in exchange for lease obligations		43			6,562
Stock-based compensation costs capitalized to internally developed software		225			36

The accompanying notes are an integral part of these consolidated financial statements.

AVALARA, INC.

Notes to Consolidated Financial Statements

(unaudited)

1.	Nature of Operations

Avalara, Inc. (the “Company”) provides software solutions that help businesses of all types and sizes comply with transaction tax requirements worldwide. The Company offers a broad and growing suite of compliance solutions for transaction taxes, such as sales and use tax, value-added tax (“VAT”), fuel excise tax, beverage alcohol, cross-border taxes (including tariffs and duties), lodging tax, and communications tax. These solutions enable customers to automate the process of determining taxability, identifying applicable tax rates, determining and collecting taxes, preparing and filing returns, remitting taxes, maintaining tax records, and managing compliance documents. The Company, a Washington corporation, was originally incorporated in 1999 and is headquartered in Seattle, Washington.

The Company has wholly owned subsidiaries outside of the U.S. in Brazil, Canada, Europe, and India, which conduct sales and operations and provide business development, software development, and support services.

2.	Significant Accounting Policies

Interim Financial Information

The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2021. The accompanying interim consolidated balance sheet as of March 31, 2021, and the consolidated interim statements of operations, consolidated statement of cash flows, and consolidated statements of comprehensive loss for the three months ended March 31, 2021 and 2020, are unaudited. The unaudited interim consolidated financial statements have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the consolidated financial statements. The operating results for the three months ended March 31, 2021, are not necessarily indicative of the results expected for the full year ending December 31, 2021.

Prior Period Restatements and Adjustments

During the fourth quarter of 2020, management concluded there was an immaterial error in the Company’s presentation and classification of funds held from customers in the consolidated statements of cash flows for the first three quarters of 2020, impacting previously reported quarterly cash flows. The error related to the adoption of ASU 2016-18, which amends previous guidance to address the classification and presentation of changes in restricted cash and restricted cash equivalents in the consolidated statements of cash flows. Historically, the Company presented the change in funds held from customers as a separate caption within Investing Activities in the consolidated statements of cash flows. While not legally or otherwise contractually restricted, the Company has since concluded that funds held from customers are better classified as generally restricted under the accounting guidance and should be presented as restricted cash equivalents in the consolidated statement of cash flows.

To correct this classification error, amounts previously reported as investing activities for the changes in funds held from customers for the three months ended March 31, 2020 are reported as restricted cash equivalents in the consolidated statement of cash flows. The correction resulted in a change of $0.2 million to net cash used in operating activities and a change of $3.9 million to net cash used in investing activities for the three months ended March 31, 2020. The correction had no impact on the consolidated balance sheets, consolidated statements of operations, or the consolidated statements of comprehensive loss.

The following table presents the consolidated statements of cash flows line items after giving effect to the adoption of ASU 2016-18:

	For the Three Months Ended
	March 31, 2020
	As Previously Reported			ASU 2016-18 Adjustments			As Corrected
Cash flows from operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Other	$	192		$	(202	)	$	(10	)
Net cash used in operating activities		(24,269	)		(202	)		(24,471	)
Cash flows from investing activities:
Net (increase) decrease in customer fund assets		(3,915	)		3,915		—
Net cash used in investing activities		(5,515	)		3,915			(1,600	)
Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents		(16,415	)		3,713			(12,702	)
Cash, cash equivalents, restricted cash, and restricted cash equivalents—Beginning of period		466,950			24,383			491,333
Cash, cash equivalents, restricted cash, and restricted cash equivalents—End of period	$	450,535		$	28,096		$	478,631

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

Principles of Consolidation

The accompanying consolidated financial statements include those of the Company, its subsidiaries, and a variable interest entity, for which the Company is the primary beneficiary, after elimination of all intercompany accounts and transactions.

Segments

The Company operates its business as one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, the Company’s Chief Executive Officer, in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level.

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and judgments related to revenue are described below in the Revenue Recognition Accounting Policy. Significant estimates impacting expenses include: expected credit losses associated with the allowance for doubtful accounts; the measurement of fair values of stock-based compensation award grants; the expected payout level of performance share unit grants; the expected earnout obligations in connection with acquisitions; the expected term of the customer relationship for capitalized contract cost amortization; the valuation and useful lives of acquired intangible assets; the valuation of the fair value of reporting units for analyzing goodwill; and the capitalization and useful life of capitalized software development costs. Actual results could materially differ from those estimates.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs are quoted prices for similar assets and liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3: Inputs are unobservable inputs based on the Company’s assumptions and valuation techniques used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.

The Company’s assessment of the significance of an input to the fair value measurement requires judgment, which may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash equivalents, restricted cash equivalents, trade accounts receivable, trade payables, and accrued expenses, due to their short-term nature.

Acquisitions and Goodwill

The Company’s identifiable assets acquired and liabilities assumed in a business combination are recorded at their acquisition date fair values, which may be considered preliminary and subject to adjustment during the measurement period, which is up to one year from the acquisition date. The valuation requires management to make significant estimates and assumptions, especially with respect to long-lived and intangible assets. Critical estimates in valuing intangible assets include, but are not limited to:

•

future expected cash flows from customer agreements, customer lists, distribution agreements, non-compete agreements, and proprietary content and technology;

•

assumptions about the length of time the brand will continue to be used in the Company’s suite of solutions;

•

royalty rates used to estimate the fees that could be charged to license the proprietary content and technology; and

•

discount rates used to determine the present value of recognized assets and liabilities.

The Company’s estimates of fair value are based upon assumptions it believes to be reasonable, but that are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur.

Goodwill is calculated as the excess of the purchase price over the fair value of net assets acquired, including the amount assigned to identifiable intangible assets. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in the periods in which these costs are incurred. The results of operations of an acquired business are included in the consolidated financial statements beginning at the acquisition date. Goodwill is tested for impairment annually on October 31, or in the event of certain occurrences. There was no goodwill impairment recorded for the three months ended March 31, 2021 or the year ended December 31, 2020.

The Company estimates the fair value of the earnout liabilities related to business combinations using various valuation approaches, as well as significant unobservable inputs, reflecting the Company’s assessment of the assumptions market participants would use to value these liabilities. The fair value of the earnout is remeasured each reporting period, with any change in the value recorded as other income or expense. The Company recorded expenses from increases in the fair value of earnout liabilities related to business combinations of $1.4 million and income from decreases in the fair value of $2.5 million for the three months ended March 31, 2021 and 2020, respectively (See Note 3).

Long-Lived Assets

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. An impairment is recognized in the event the carrying value of such assets is not recoverable. If the carrying value is not recoverable, the fair value is determined, and an impairment is recognized for the amount by which the carrying value exceeds the fair value. No impairment of long-lived assets occurred in the three months ended March 31, 2021 or 2020.

Acquired Intangible Assets

Acquired intangible assets consist of developed technology, including in-process research and development (“IPR&D”), customer relationships, backlog, database content, noncompetition agreements, and tradenames and trademarks, resulting from the Company’s acquisitions. Acquired intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated useful lives. IPR&D is initially capitalized at fair value as a developed technology intangible asset with an indefinite life and assessed for impairment thereafter. When an IPR&D project is completed, it is amortized over the asset’s estimated useful life.

The Company recognizes an earnout liability for acquisitions of intangible assets that are accounted for as an asset acquisition when the liability is earned and the amount is known. The earnout liability is capitalized as part of the cost of the assets acquired and amortized over the remaining useful life of the asset. Asset acquisition-related costs, primarily legal fees, are capitalized and included in the cost basis of the intangible asset when incurred.

Income Taxes

The Company’s deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and income tax basis of assets and liabilities and are measured using the tax rates that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. The Company assesses its income tax positions and records tax benefits or expense based upon management’s evaluation of the facts, circumstances, and information available at the reporting date.

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current period and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. The Company will recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Judgement is required in assessing the future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. Variations in the actual outcome of these future tax consequences could materially impact the consolidated financial statements.

Stock-Based Compensation

The Company accounts for stock-based compensation by calculating the fair value of each option, restricted stock unit (“RSU”), performance share unit (“PSU”) issued under the 2018 Equity Incentive Plan (the “2018 Plan”), or purchase rights issued under the Company’s 2018 Employee Stock Purchase Plan (“ESPP”) at the grant date. The fair value of stock options and purchase rights issued under the ESPP is estimated by applying the Black-Scholes option-pricing model. This model uses the fair value of the Company’s underlying common stock at the measurement date, the expected or contractual term of the option or purchase right, the expected volatility of its common stock, risk-free interest rates, and expected dividend yield of its common stock. The fair value of an RSU or PSU is determined using the fair value of the Company’s underlying common stock on the grant date. The stock-based compensation expense recognized over the performance period for PSUs will equal the fair value of the PSU on the grant date multiplied by the number of PSUs that are earned. Furthermore, the quarterly expense recognized during the performance period for PSUs is based on an estimate of the Company’s future performance and the expected payout level. Changes to management’s estimate of future performance result in adjustments to the stock-based compensation expense for PSUs and are recognized prospectively over the remaining service period. The Company accounts for forfeitures as they occur.

Revenue Recognition

The Company primarily generates revenue from fees paid for subscriptions to tax compliance solutions and fees paid for services performed in preparing and filing tax returns on behalf of its customers. Amounts that have been invoiced are recorded in trade accounts receivable and deferred revenue, contract liabilities, or revenue, depending upon whether the revenue recognition criteria have been met. Revenue is recognized once the customer is provisioned and services are provided in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company’s revenue recognition policy follows guidance from ASC 606, Revenue from Contracts with Customers.

The Company determines revenue recognition through the following five-step framework:

•

Identification of the contract, or contracts, with a customer;

•

Identification of the performance obligations in the contract;

•

Determination of the transaction price;

•

Allocation of the transaction price to the performance obligations in the contract; and

•

Recognition of revenue when, or as, the Company satisfies a performance obligation.

The Company identifies performance obligations in its contracts with customers, which primarily include subscription services and professional services. The transaction price is determined based on the amount which the Company expects to be entitled to in exchange for providing the promised services to the customer, and is comprised of both fixed and variable consideration. The transaction price in the contract is allocated to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when performance obligations are satisfied.

Contract payment terms are typically net 30 days. Collectability is assessed based on a number of factors including collection history and creditworthiness of the customer, and the Company may mitigate exposure to credit risk by requiring payments in advance. If collectability of substantially all consideration to which the Company is entitled under the contract is determined to be not probable, revenue is not recorded until collectability becomes probable at a later date.

Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties, such as sales taxes collected and remitted to governmental authorities.

Subscription and Returns Revenue

Subscription and returns revenue primarily consist of contractually agreed upon fees paid for using the Company’s cloud-based solutions, which include tax calculation and compliance management services, preparing and filing transaction tax returns on behalf of customers, and tax content subscription services. Under most of the Company’s subscription agreements, customers select a price plan that includes an allotted maximum number of transactions over the subscription term. Unused transactions are not carried over to the customer’s next subscription term, and customers are not entitled to refunds of fees paid or relief from fees due in the event they do not use the allotted number of transactions. If customers exceed the maximum transaction level within their price plan, the Company will generally upgrade the customer to a higher transaction price plan or, in some cases, charge overage fees on a per transaction basis. Fees paid for subscription services to tax content vary depending on the volume of tax information accessible to the customer.

The Company’s subscription arrangements do not provide the customer with the right to take possession of the software supporting the cloud-based application services. The Company’s standard subscription contracts are non-cancelable except where contract terms provide rights to cancel in the first 60 days of the contract term. Cancellations under the Company’s standard subscription contracts are not material, and do not have a significant impact on revenue recognized. Tax returns processing services include collection of tax data and amounts, preparation of compliance forms, and submission to taxing authorities. Returns processing services are primarily charged on a subscription basis for an allotted number of returns to process within a given time period.

Revenue is recognized ratably over the contractual term of the arrangement, beginning on the date that the service is made available to the customer. The Company invoices its subscription customers for the initial term at contract signing and at each subscription renewal. Initial terms generally range from 12 to 18 months, and renewal periods are typically one year. Amounts that are contractually billable and have been invoiced, or which have been collected as cash, are initially recorded as deferred revenue or contract liabilities. While most of the Company’s customers are invoiced once at the beginning of the term, a portion of customers are invoiced semi-annually, quarterly, or monthly.

Included in the total subscription fee for cloud-based solutions are non-refundable upfront fees that are typically charged to new customers. These fees are associated with work performed to set up a customer with the Company’s services, and do not represent a distinct good or service. Instead, the fees are included within the transaction price and allocated to the remaining performance obligations in the contract. The Company recognizes revenue for these fees in accordance with the revenue recognition for those performance obligations.

Also included in subscription and returns revenue is interest income on funds held for customers. The Company uses trust accounts at FDIC-insured institutions to provide tax remittance services to customers and collect funds from customers in advance of remittance to tax authorities. After collection and prior to remittance, the Company earns interest on these funds.

Professional Services Revenue

The Company generates professional services revenue from providing tax analysis and services, including tax registrations, voluntary disclosure agreements, nexus studies, and backfiling services. Additionally, the Company provides configurations, data migrations, integration, and training for its subscriptions and returns products. The 2020 acquisitions of Transaction Tax Resources, Inc. (“TTR”) and Business Licenses, LLC (“Business Licenses”) (see Note 5) expanded the scope of professional services to include

business licenses and registration services and tax refund claims and recovery assistance. The Company invoices for professional service arrangements on a fixed fee, milestone, or time and materials basis. The transaction price allocated to professional services performance obligations is recognized as revenue as services are performed or upon completion of work.

Judgments and Estimates

The Company’s contracts with customers often include obligations to provide multiple services to a customer. Determining whether services are considered distinct performance obligations that should be accounted for separately from one another requires judgment. Subscription services and professional services are both distinct performance obligations that are accounted for separately.

Judgment is required to determine the standalone selling price (“SSP”) for each distinct performance obligation. The Company allocates revenue to each performance obligation based on the relative SSP. The Company determines SSP for performance obligations based on overall pricing objectives, which take into consideration observable prices, market conditions and entity-specific factors. This includes a review of historical data related to the services being sold and customer demographics. The Company uses a range of amounts to estimate SSP for performance obligations. There is typically more than one SSP for individual services due to the stratification of those services by information, such as size and type of customer.

Assets Recognized from the Costs to Obtain a Contract with a Customer

The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. The Company has determined that certain costs related to employee sales incentive programs (sales commissions) and partner commission programs represent incremental costs of obtaining a contract and therefore should be capitalized. Capitalized costs are included in deferred commissions on the consolidated balance sheets. These deferred commissions are amortized over an estimated period of benefit, generally six years. The Company determines the period of benefit by taking into consideration past experience with customers, the expected life of acquired technology that generates revenue, industry peers, and other available information. The period of benefit is generally longer than the term of the initial contract because of anticipated renewals. The Company elected to apply the practical expedient to recognize the incremental costs of obtaining a contract as an expense if the amortization period of the asset would have been one year or less.

Leases

Leases arise from contracts which convey the right to control the use of identified property or equipment for a period of time in exchange for consideration. The Company’s leasing arrangements are primarily for office space used to conduct operations. The Company determines whether an arrangement is or contains a lease at the inception date, based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. Leases commence when the lessor makes the asset available for use.

Leases are classified at commencement as either operating or finance leases. All the Company’s leases are classified as operating leases. Rent expense for operating leases is recognized on the straight-line method over the term of the agreement beginning on the lease commencement date. Lease-related costs, which are variable rather than fixed, are expensed in the period incurred. Variable lease costs consist primarily of common area maintenance and utilities costs for the Company’s office spaces that are due based on the actual costs incurred by the landlord. Lease payments that depend on an index or a rate are measured using the index or rate at the commencement date and are included in operating lease costs. Subsequent increases to lease payments due to a change in the index or rate are expensed as a variable lease cost.

Recently Adopted Accounting Standards

ASU 2019-12

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends the existing guidance relating to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of U.S. GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company adopted the guidance on January 1, 2021 and the adoption of this new guidance does not have a material effect on its consolidated financial statements.

New Accounting Standards Not Yet Adopted

There are no new accounting standards that have not yet been adopted.

3.	Fair Value Measurements

Assets and liabilities measured at fair value on a recurring basis

The following financial assets and liabilities are measured at fair value on a recurring basis. The fair values recognized in the accompanying consolidated balance sheets and the level within the fair value hierarchy in which the fair value measurements fall is as follows (in thousands):

Fair Value Measurements Using

Quoted Prices

Significant

in Active

Other

Significant

Markets for

Observable

Unobservable

Fair

Identical Assets

Inputs

March 31, 2021

Value

(Level 1)

(Level 2)

(Level 3)

Money market funds

578,158

—

Earnouts related to business combinations

37,653

—

37,653

Fair Value Measurements Using

Quoted Prices

Significant

in Active

Other

Significant

Markets for

Observable

Unobservable

Fair

Identical Assets

Inputs

December 31, 2020

Value

(Level 1)

(Level 2)

(Level 3)

Money market funds

649,603

—

Earnouts related to business combinations

34,501

—

34,501

Earnout Liability

Earnout liabilities recorded in connection with an acquisition accounted for as a business combination under ASC 805 are recorded at estimated fair value on a recurring basis. Business combinations are discussed in Note 5. Earnouts recorded in connection with asset acquisitions are recorded as earnout payments become known. As such, earnouts related to asset acquisitions, which are discussed in Note 7, are not included in these fair value disclosures.

Earnout liabilities are classified as Level 3 liabilities because the Company uses unobservable inputs to value them, reflecting its assessment of the assumptions market participants would use to value these liabilities. Changes in the fair value of earnout liabilities are recorded in other (income) expense, net in the consolidated statements of operations.

The Company estimates the fair value of earnout liabilities for business combinations using either probability-weighted discounted cash flows and Monte Carlo simulations or a scenario-based approach. The earnout liability associated with the 2020 acquisition of TTR is based on the achievement of specific revenue growth thresholds through December 2022. As of March 31, 2021, the earnout liability associated with the acquisition of TTR was valued utilizing a discount rate of 12%. The TTR discount rate was calculated using the build-up method with a risk-free rate commensurate with the term of the earnout based on the equity and asset betas, size premium, and the Company’s specific risk premium, as well as the market risk premium using a bottom-up approach. The earnout liability associated with the 2020 acquisition of Business Licenses is based on the achievement of certain performance metrics through November 2024. As of March 31, 2021, the earnout liability associated with the acquisition of Business Licenses was valued utilizing a discount rate of 5% based on the Company’s estimated pre-tax cost of debt. The Business Licenses earnout was assumed by management to have a high probability of achievement.

The earnout period for the 2019 acquisition of Portway International Inc. (“Portway”) ended as of January 31, 2021. Additional information regarding payments of earnout liabilities that occurred during the three months ended March 31, 2021 is included in Note 5.

A reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying consolidated balance sheets using significant unobservable (Level 3) inputs, is as follows (in thousands):

	Three Months Ended March 31,
	2021		2020
Earnout liabilities related to business combinations:
Balance beginning of period	$	34,501	$	13,808
Measurement period adjustment		1,802		—
Payments of earnout liabilities		—		(7,700	)
Total unrealized loss (gain) included in other (income) expense, net		1,350		(2,509	)
Balance end of period	$	37,653	$	3,599

Assets and liabilities measured at fair value on a non-recurring basis

The Company’s non-financial assets and liabilities, which include goodwill, intangible assets, long-lived assets and deferred revenue, and the Company’s liabilities for the accrued purchase price related to acquisitions, are not required to be measured at fair value on a recurring basis. The estimation of fair value for these assets and liabilities requires the use of significant unobservable inputs, and as a result, the Company classifies these assets and liabilities as Level 3 within the fair value hierarchy. There were no fair value measurements of these assets during the first quarter of 2021, except as discussed in Note 5.

4.	Balance Sheet Detail

Property and equipment, net consisted of the following (in thousands):

	Useful	March 31,			December 31,
	Life (Years)	2021			2020
Computer equipment and software	3 to 5	$	17,106		$	15,749
Internally developed software	3 to 6		12,978			10,438
Furniture and fixtures	5		6,686			6,651
Office equipment	3 to 5		1,052			1,006
Leasehold improvements	1 to 10		30,069			29,928
			67,891			63,772
Accumulated depreciation			(31,544	)		(29,059	)
Property and equipment—net		$	36,347		$	34,713

Depreciation expense was $2.6 million for the three months ended March 31, 2021 and $2.3 million for the three months ended March 31, 2020.

Prepaid expenses and other current assets consisted of the following (in thousands):

	March 31,		December 31,
	2021		2020
Prepaid expenses	$	24,528	$	13,968
Deposits		2,801		2,557
Other		2,251		3,573
Total	$	29,580	$	20,098

Accrued expenses consisted of the following (in thousands):

	March 31,		December 31,
	2021		2020
Accrued payroll and related taxes	$	13,539	$	7,903
Accrued federal, state, local, and foreign taxes		4,919		4,338
Accrued bonus		9,577		29,518
Self-insurance reserves		1,633		1,563
Employee stock purchase plan contributions		3,617		5,927
Accrued sales commissions		3,189		5,563
Accrued partner commissions		9,010		9,173
Contract liabilities		12,466		10,134
Other		11,201		10,413
Total	$	69,151	$	84,532

Contract liabilities represent amounts that are collected in advance of the satisfaction of performance obligations. See Contract Liabilities in Note 6.

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. In the first quarter of 2021, the Company transferred €10.4 million (or approximately $12.2 million using the exchange rate on March 29, 2021) to be held in escrow prior to the closing of the acquisition on April 1, 2021. The cash held in escrow is recorded in the current portion of restricted cash on the consolidated balance sheet as of March 31, 2021. The Company will account for the Inposia acquisition as a business combination.

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 Company accounted for the TTR Merger as a business combination.

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. A reconciliation of preliminary total consideration as December 31, 2020 and total consideration as of March 31, 2021 is presented below (in thousands):

			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 Merger 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. A reconciliation of preliminary total consideration as December 31, 2020 and total consideration as of March 31, 2021 is presented below (in thousands):

			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. A reconciliation of preliminary total consideration as December 31, 2020 and total consideration as of March 31, 2021 is presented below (in thousands):

			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.

Revenue

See Note 2 for a description of the Company’s revenue recognition accounting policy.

Disaggregation of Revenue

The following table disaggregates revenue generated within the United States (U.S.) from revenue generated from customers outside of the U.S. Revenue for transaction tax compliance in the U.S. is further disaggregated based on the solutions or services purchased by customers. Total revenues consisted of the following (in thousands):

	For the Three Months Ended March 31,
	2021		2020
Revenue (U.S.):
Subscription and returns
Tax calculations	$	76,396	$	58,971
Tax returns and compliance management		52,847		39,433
Interest income on funds held for customers		141		525
Total subscription and returns		129,384		98,929
Professional services		13,288		5,462
Total revenue (U.S.)		142,672		104,391
Total revenue (non-U.S.)		10,929		7,052
Total revenue	$	153,601	$	111,443

Disclosures Related to Contracts with Customers

Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to contracts with customers. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations. To the extent a contract exists, as defined by ASC 606, these liabilities are classified as current and non-current deferred revenue. To the extent that a contract does not exist, as defined by ASC 606 (e.g., customer agreements with non-standard termination rights), these liabilities are classified as contract liabilities. Contract liabilities are transferred to deferred revenue at the point in time when the criteria that establish the existence of a contract are met.

Contract Liabilities

A summary of the activity impacting the contract liabilities during the three months ended March 31, 2021 and 2020 is presented below (in thousands):

	For the Three Months Ended March 31,
	2021			2020

Contract liabilities:
Balance beginning of period	$	10,134		$	5,197
Contract liabilities transferred to deferred revenue		(3,866	)		(2,538	)
Addition to contract liabilities		6,198			3,671
Balance end of period	$	12,466		$	6,330

As of March 31, 2021, contract liabilities are expected to be transferred to deferred revenue within the next 12 months and therefore are included in accrued expenses on the consolidated balance sheets.

Deferred Revenue

A summary of the activity impacting deferred revenue balances during the three months ended March 31, 2021 and 2020 is presented below (in thousands):

	For the Three Months Ended March 31,
	2021			2020
Deferred revenue:
Balance beginning of period	$	209,690		$	161,241
Revenue recognized		(153,601	)		(111,443	)
Additional amounts deferred		169,442			115,571
Balance end of period	$	225,531		$	165,369

Assets Recognized from the Costs to Obtain Contracts with Customers

Assets are recognized for the incremental costs of obtaining a contract with a customer if the benefit of those costs is expected to be longer than one year. These deferred commissions are amortized over an expected period of benefit of generally six years.

A summary of the activity impacting the deferred commissions during the three months ended March 31, 2021 and 2020 is presented below (in thousands):

	For the Three Months Ended March 31,
	2021			2020
Deferred commissions:
Balance beginning of period	$	50,870		$	38,416
Additional commissions deferred		5,695			4,897
Amortization of deferred commissions		(3,335	)		(2,647	)
Balance end of period	$	53,230		$	40,666

As of March 31, 2021, $13.0 million of deferred commissions are expected to be amortized within the next 12 months and are included in current assets on the consolidated balance sheets. The remaining amount of deferred commissions is included in noncurrent assets. There were no impairments of assets related to deferred commissions during the three months ended March 31, 2021 or 2020. There were no assets recognized related to the costs to fulfill contracts during the three months ended March 31, 2021 or 2020 as these costs were not material.

Remaining Performance Obligations

Contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date. These amounts include additional performance obligations that are not yet recorded in the consolidated balance sheets. As of March 31, 2021,

amounts allocated to these additional contractual obligations to which enforceable rights exist are $49.6 million, of which $49.0 million is expected to be recognized as revenue over the next 12 months with the remaining amount thereafter.

7.	Intangible Assets

Intangible assets consisted of the following (in thousands):

		March 31, 2021
	Average Useful Life (Years)	Gross		Accumulated Amortization			Net
Backlog	3	$	3,300	$	(454	)	$	2,846
Customer relationships	3 to 10		59,254		(16,707	)		42,547
Developed technology ⁽¹⁾	3 to 8		52,091		(29,582	)		22,509
Noncompetition agreements	3 to 5		3,053		(884	)		2,169
Tradename and trademarks	1 to 4		6,672		(2,064	)		4,608
		$	124,370	$	(49,691	)	$	74,679
⁽¹⁾Developed technology intangible assets include IPR&D of $0.6M as of March 31, 2021, which is not subject to amortization.

		December 31, 2020
	Average Useful Life (Years)	Gross		Accumulated Amortization			Net
Backlog	3	$	5,800	$	(937	)	$	4,863
Customer relationships	3 to 10		64,302		(14,890	)		49,412
Developed technology ⁽¹⁾	3 to 8		52,144		(27,646	)		24,498
Noncompetition agreements	3 to 5		3,062		(766	)		2,296
Tradename and trademarks	1 to 4		6,679		(1,235	)		5,444
		$	131,987	$	(45,474	)	$	86,513
⁽¹⁾Developed technology intangible assets include IPR&D of $0.6M as of December 31, 2020, which is not subject to amortization.

Finite-lived intangible assets are amortized over their estimated useful life. Finite-lived intangible assets amortization expense was $4.4 million for the three months ended March 31, 2021, and $1.8 million for the three months ended March 31, 2020.

Acquisitions of finite-lived intangible assets

In May 2018, the Company acquired developed technology to facilitate cross-border transactions (e.g., tariffs and duties), from Tradestream Technologies Inc. and Wise 24 Inc. (the “Sellers”) for cash and common stock. Total consideration for the purchase includes an earnout computed on future billings recognized by the Company over the next six years, up to a maximum of $30.0 million. The earnout is payable in cash or common stock at the end of each six-month measurement period ending on June 30 or December 31 through 2023. Through March 31, 2021, the sellers have earned approximately $1.3 million under the earnout provision since the acquisition date. An earnout liability of $0.3 million was recorded within the current portion of accrued earnout liabilities as of March 31, 2021 for the earnout period ending June 30, 2021 and is expected to be paid in cash to the sellers in the third quarter of 2021.

Goodwill

Changes in the carrying amount of goodwill for the three months ended March 31, 2021 are summarized as follows (in thousands):

Balance—December 31, 2020	$	513,234
Measurement period adjustment - acquisition of Transaction Tax Resources		8,526
Measurement period adjustment - acquisition of Business Licenses		(1,634	)
Measurement period adjustment - acquisition of Impendulo		425
Cumulative translation adjustments		(431	)
Balance—March 31, 2021	$	520,120

Goodwill is tested for impairment annually on October 31 at the reporting unit level or whenever circumstances occur indicating goodwill might be impaired. The impairment test involves comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the fair value exceeds carrying value, the Company will conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value. The Company has three reporting units for goodwill impairment testing consisting of its U.S., European, and Brazilian operations. As of March 31, 2021, the Brazilian reporting unit had no associated goodwill.

Leases

Total lease cost, net of sublease income, was $3.9 million and $3.8 million for the three months ended March 31, 2021 and 2020, respectively. Sublease income was $0.4 million for the three months ended March 31, 2021 and 2020. No leases commenced in the three months ended March 31, 2021.

9.	Commitments and Contingencies

Contingencies

Loss contingencies may arise in connection with the ordinary conduct of the Company’s business activities. The Company considers all loss contingencies on a quarterly basis and based on known facts assesses whether potential losses are considered reasonably possible, probable, and estimable. The Company establishes an accrual for loss contingencies when the loss is both probable and reasonably estimable. If the estimated loss is a range of potential outcomes and there is no better estimate within the range, management accrues the amount at the low end of the range. These accruals represent management’s estimate of probable losses and, in such cases, there may be an exposure to loss in excess of the amounts accrued. Significant judgment is required to determine both likelihood of there being a probable loss and the estimated amount of a loss. If a loss contingency is not both probable and reasonably estimable, the Company does not establish an accrual, but will evaluate other disclosure requirements and continue to monitor the matter for developments that would make the loss contingency both probable and reasonably estimable. The ultimate outcome of any litigation relating to a loss contingency is uncertain and, regardless of outcome, litigation can have an adverse impact on the Company because of defense costs, negative publicity, diversion of management resources and other factors.

In its standard subscription agreements, the Company has agreed to indemnification provisions with respect to certain matters. Further, from time to time, the Company has also assumed indemnification obligations through its acquisition activity. These indemnification provisions can create a liability to the Company if its services do not appropriately calculate taxes due to tax jurisdictions, or if the Company is delinquent in the filing of returns on behalf of its customers. Although the Company’s agreements have disclaimers of warranties that limit its liability (beyond the amounts the Company agrees to pay pursuant to its indemnification obligations and guarantees, as applicable), a court could determine that such disclaimers and limitations are unenforceable as a matter of law and hold the Company liable for certain errors. Further, in some instances the Company has negotiated agreements with specific customers or assumed agreements in connection with the Company’s acquisitions that do not limit this liability or disclaim these warranties. It is not possible to reasonably estimate the potential loss under these indemnification arrangements.

10.	Shareholders’ Equity

Authorized Capital—Common Stock and Preferred Stock

Under the Amended and Restated Articles of Incorporation, which became effective in June 2018, the Company is authorized to issue two classes of stock designated as common stock and preferred stock. The Company’s total authorized capital stock is 620,000,000 shares, consisting of 600,000,000 shares of common stock, $0.0001 par value per share, and 20,000,000 shares of undesignated preferred stock, $0.0001 par value per share.

The changes to the Company’s shareholders’ equity during the three months ended March 31, 2021 is as follows (in thousands, except share data):

							Accumulated
					Additional		Other						Total
	Common Stock				Paid-In		Comprehensive			Accumulated			Shareholders’
	Shares		Amount		Capital		Income (Loss)			Deficit			Equity
Balance at January 1, 2021		85,057,727	$	9	$	1,640,867	$	(1,339	)	$	(559,377	)	$	1,080,160
Exercise of stock options		296,226				5,529								5,529
Vesting of restricted stock units		346,008
Stock-based compensation cost						19,047								19,047
Shares issued under employee stock purchase plan		60,064				7,088								7,088
Loss on translation adjustment								(390	)					(390	)
Net loss											(29,988	)		(29,988	)
Balance at March 31, 2021		85,760,025	$	9	$	1,672,531	$	(1,729	)	$	(589,365	)	$	1,081,446

The changes to the Company’s shareholders’ equity for the three months ended March 31, 2020 is as follows (in thousands, except share data):

							Accumulated
					Additional		Other						Total
	Common Stock				Paid-In		Comprehensive			Accumulated			Shareholders’
	Shares		Amount		Capital		Income (Loss)			Deficit			Equity
Balance at January 1, 2020		77,447,620	$	8	$	976,627	$	(2,719	)	$	(510,194	)	$	463,722
Exercise of stock options		532,848				7,928								7,928
Vesting of restricted stock units		186,475
Stock-based compensation cost						9,749								9,749
Shares issued under employee stock purchase plan		81,894				5,716								5,716
Shares issued related to business combination earnouts		44,659				3,750								3,750
Shares issued to purchase intangible assets		1,191				87								87
Gain on translation adjustment								625						625
Net loss											(15,283	)		(15,283	)
Balance at March 31, 2020		78,294,687	$	8	$	1,003,857	$	(2,094	)	$	(525,477	)	$	476,294

11.	Equity Incentive Plans

The Company has stock-based compensation plans that provide for the award of equity incentives, including stock options, stock awards, RSUs, PSUs, and purchase rights. As of March 31, 2021, the Company had stock options outstanding under the 2018 Equity Incentive Plan (the “2018 Plan”) and the 2006 Equity Incentive Plan (the “2006 Plan”), RSUs and PSUs outstanding under the 2018 Plan, and purchase rights issued under the ESPP. The 2018 Plan became effective in connection with the Company’s IPO at which time the 2006 Plan was terminated. Outstanding awards under the 2006 Plan continue to be subject to the terms and conditions of the 2006 Plan.

As of March 31, 2021, 4,094,254 shares were subject to outstanding awards and 12,251,898 shares were available for issuance under the 2018 Plan. As of March 31, 2021, 2,057,873 shares were subject to outstanding stock options under the 2006 Plan.

Stock-Based Compensation

The Company recognized total stock-based compensation cost related to equity incentive awards as follows (in thousands):

	For the Three Months Ended March 31,
	2021		2020
Stock-based compensation cost:
Stock options	$	3,223	$	3,849
Restricted stock units		11,689		4,933
Performance share units		2,832		—
Employee stock purchase plan		1,303		967
Total stock-based compensation cost	$	19,047	$	9,749

A small portion of stock-based compensation cost above is capitalized in accordance with the accounting guidance for internal-use software. The Company uses the straight-line attribution method for recognizing stock-based compensation expense.

Stock Options

The following table summarizes stock option activity for the Company’s stock-based compensation plans for the three months ended March 31, 2021:

						Weighted
				Weighted		Average		Aggregate
				Average		Remaining		Intrinsic
				Exercise		Contractual		Value
	Shares			Price		Life (in Years)		(in thousands)
Options outstanding as of January 1, 2021		3,537,014		$	28.17		6.89	$	483,577
Options granted		—		$	—
Options exercised		(296,226	)	$	18.67
Options cancelled or expired		(6,079	)	$	15.19
Options outstanding as of March 31, 2021		3,234,709		$	29.07		6.72	$	337,587
Options exercisable as of March 31, 2021		2,021,107		$	20.97		6.11	$	227,301

A summary of options outstanding and vested as of March 31, 2021 is as follows:

	Options Outstanding				Options Vested and Exercisable
Exercise	Number		Weighted Average		Number Vested		Weighted Average
Prices	Outstanding		Life (in Years)		and Exercisable		Life (in Years)
$1.50 to $1.90		3,075		0.7		3,075		0.7
$2.86 to $6.40		29,900		1.8		29,900		1.8
$8.04 to $11.72		177,781		3.0		177,781		3.0
$12.20 to $15.06		804,003		5.5		790,741		5.5
$16.06 to $24.00		1,043,114		6.8		594,080		6.8
$31.99 to $42.21		679,071		7.7		305,387		7.7
$55.10 to $99.65		455,610		8.6		120,143		8.4
$124.35 to $151.76		42,155		9.5		—		—
		3,234,709				2,021,107

The total intrinsic value of options exercised during the three months ended March 31, 2021 and 2020 was $41.9 million and $36.8 million, respectively.

There were no options granted during the three months ended March 31, 2021. The weighted average grant date fair value of options granted during the three months ended March 31, 2020 was $28.99 per share. During the three months ended March 31, 2021, 306,533 options vested. There were 1,213,602 options unvested as of March 31, 2021.

As of March 31, 2021, $20.4 million of total unrecognized compensation cost related to stock options was expected to be recognized over a weighted average period of approximately 2.1 years.

All options given to participants, including employees and non-employee directors, are measured based on the grant date fair value of the awards and recognized in the consolidated statements of operations over the period during which the participant is required to perform services in exchange for the award. The vesting period is generally four years for employees and one year for non-employee directors. For the options granted during the periods presented, the fair value of options was estimated using the Black-Scholes option-pricing model with the following assumptions:

	For the Three Months Ended March 31,
	2021		2020
Fair market value of common stock		—	$67.27 - $86.61
Volatility		—	43%
Expected term		—	6 years
Expected dividend yield		—	n/a
Risk-free interest rate		—	0.82% - 1.25%

Options are granted with an exercise price per share not less than the per share fair market value of the Company’s common stock on the grant date. The fair market value per share of the Company’s common stock for purposes of determining stock-based compensation is the closing price of the Company’s common stock as reported on the applicable grant date.

Expected volatility for stock options is based on a combination of annualized daily historical volatility of the Company’s stock price and the historical and implied volatility of comparable publicly traded companies over a similar expected term.

The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. Given the Company’s relative inexperience of significant exercise activity, the expected term assumptions were determined based on application of the simplified method of expected term calculation by averaging the contractual life of option grants and the vesting period of such grants. This application, when coupled with the contractual life of ten years and average vesting term of four years for employees and one year for non-employee directors, creates an expected term of six years and five years, respectively.

The Company has not paid and does not expect to pay dividends.

The risk-free interest rate was based on the rate for a U.S. Treasury zero-coupon issue with a term that closely approximates the expected life of the option grant at the date nearest the option grant date.

Restricted Stock Units

The following table summarizes RSU activity for the Company’s stock-based compensation plans for the three months ended March 31, 2021:

				Weighted
				Average
				Grant Date Fair
	Restricted Stock Units			Value Per Share
RSUs outstanding as of January 1, 2021		2,359,063		$	70.17
RSUs granted		826,051			130.22
RSUs vested		(346,008	)		56.75
RSUs cancelled		(42,320	)		68.11
RSUs outstanding as of March 31, 2021		2,796,786		$	89.60

Stock-based compensation cost for RSUs is recognized on a straight-line basis in the consolidated statements of operations over the period during which the participant is required to perform services in exchange for the award, based on the fair value of the Company’s underlying common stock on the grant date. The vesting period of each RSU grant is generally four years for employees and one year for non-employee directors. As of March 31, 2021, $234.1 million of total unrecognized compensation cost related to RSUs was expected to be recognized over a weighted average period of approximately 3.3 years.

Performance Share Units

The following table summarizes PSU activity for the Company’s stock-based compensation plans for the three months ended March 31, 2021:

			Weighted
			Average
			Grant Date Fair
	Performance Share Units		Value Per Share
PSUs outstanding as of January 1, 2021		—	$	—
PSUs granted		120,632		147.39
PSUs vested		—		—
PSUs cancelled		—		—
PSUs outstanding as of March 31, 2021		120,632	$	147.39

During the first quarter of 2020, PSUs were granted for the first time and are intended to replace stock option grants for executives. Stock-based compensation cost for PSUs is recognized on a graded vesting basis in the consolidated statements of operations over the period during which the participant is required to perform services in exchange for the award, based on the fair value of the Company’s underlying common stock on the grant date and the number of PSUs expected to be earned over the service period. Each PSU grant will vest in annual tranches over a three-year service period. Total units earned for grants made in 2021 may vary between 0% and 250% of the units granted based on the attainment of company-specific performance targets during the related three-year period and continued service. The performance targets are established by the Compensation and Leadership Development Committee of the Board of Directors. All of the PSUs earned will be settled through the issuance of an equivalent number of shares of the Company’s common stock based on the payout level achieved.

As of March 31, 2021, $35.0 million of total unrecognized compensation cost related to PSUs was expected to be recognized over a weighted average period of approximately 2.3 years.

Employee Stock Purchase Plan

During the three months ended March 31, 2021, 60,064 shares of common stock were purchased under the ESPP. As of March 31, 2021, there was approximately $1.7 million of unrecognized stock-based compensation cost related to the ESPP that is expected to be recognized over the remaining term of the offering period that began on February 1, 2021 and will end on July 31, 2021.

For the periods presented, the fair value of ESPP purchase rights was estimated using the Black-Scholes option-pricing model with the following assumptions:

	For the Three Months Ended March 31,
	2021		2020
Fair market value of common stock	$	152.35	$	85.14
Volatility	34%		32%
Expected term	0.5 years		0.5 years
Expected dividend yield	n/a		n/a
Risk-free interest rate	0.08%		1.54%

12.	Net Loss Per Share Attributable to Common Shareholders

The Company calculates basic and diluted net loss per share attributable to common shareholders in conformity with the two-class method required for companies with participating securities.

The diluted net loss per share attributable to common shareholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, all common stock equivalents have been excluded from the calculation of diluted net loss per share attributable to common shareholders as their effect is antidilutive. As a result, basic and diluted net loss per common share was the same for each period presented.

The following table sets forth the computation of basic and diluted net loss per common share (in thousands, except per share data):

	For the Three Months Ended March 31,
	2021			2020
Numerator:
Net loss attributable to common shareholders	$	(29,988	)	$	(15,283	)
Denominator:
Weighted-average common shares outstanding-basic		85,436			77,904
Dilutive effect of share equivalents resulting from stock options, restricted stock units, performance share units, and ESPP shares		—			—
Weighted-average common shares outstanding-diluted		85,436			77,904
Net loss per common share, basic and diluted	$	(0.35	)	$	(0.20	)

The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share attributable to common shareholders for the periods presented because the impact of including them would have been antidilutive (in thousands):

	For the Three Months Ended March 31,
	2021		2020
Options to purchase common shares		3,396		5,664
Unvested restricted stock units		2,258		1,554
Unvested performance share units		75		—
ESPP shares		7		9
Total		5,736		7,227

13.	Subsequent Events

On April 20, 2021, the Company acquired substantially all the assets of Davo. On April 1, 2021, the Company acquired the outstanding equity of Inposia. See discussion in Note 5.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with the consolidated financial statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q and our 2020 Annual Report. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors,” in Part II, Item 1A of this Quarterly Report on Form 10-Q and our 2020 Annual Report. See “Special Note Regarding Forward-Looking Statements” above.

Overview

We are a leading provider of tax compliance automation for businesses of all sizes. The Avalara Compliance Cloud includes calculation, returns, compliance document management, licensing and registration, fiscal representation, and tax content and insight solutions. We sell our solutions primarily on a subscription basis through our sales force, which focuses on selling to qualified leads provided by our marketing efforts and by partner referrals.

We focus on maintaining and expanding our partner network, which has been and will continue to be an essential part of our growth. We continue to increase the available number of partner integrations, which are designed to link the Avalara Compliance Cloud to a wide variety of business applications, including accounting, ERP, ecommerce, marketplace, POS, recurring billing, and CRM systems. Through marketing activities, we generate awareness from many businesses, both large and small, and enhance communications with our existing customers.

We make substantial investments by increasing headcount, investing in better software tools and technologies, and making strategic acquisitions to continuously improve the Avalara Compliance Cloud. With these investments, we will continue scaling our platform for continued growth, adding new features and functionality, supporting new products and content types, and improving the user experience. Through acquisitions in 2020, we added tax content research and automation tools in the U.S., business license and registration compliance capabilities for companies of all sizes, and expanded product and content to offer insurance premium tax compliance solutions. We expect to continue to make significant investments, both organically and through acquisitions, to gain new and relevant content, technology, and expertise that best serve the transaction tax needs of our customers.

Our business is impacted by the COVID-19 pandemic, which has resulted in authorities implementing numerous preventative measures to contain or mitigate the extent of the impact, including travel bans and restrictions, limitations on business activity, quarantines, and shelter-in-place orders. These measures have caused, and may continue to cause, business slowdowns or shutdowns in affected areas. Almost all our employees currently work offsite and we expect these arrangements to continue for most of our workforce for a significant portion of 2021. As the COVID-19 pandemic continues to evolve, the extent and timing of the broader impact of the pandemic on our results of operations, overall financial performance and operating cash flows remains uncertain, including the impact on our future revenue growth, the timing of the resumption of normal operating expenses, and the extent to which any incremental expenses associated with the preventative and precautionary measures will be necessary.

Key Business Metrics

We regularly review several metrics to evaluate growth trends, measure our performance, formulate financial projections, and make strategic decisions. We discuss revenue and the components of operating results under the section of this report titled, “Key Components of Consolidated Statements of Operations,” and we discuss other key business metrics below.

Mar 31,

2021

Dec 31,

2020

Sep 30,

2020

Jun 30,

2020

Mar 31,

2020

Dec 31,

2019

Sep 30,

2019

Jun 30,

2019

Number of core

customers (as

of end of

period)

15,580

14,890

14,180

13,560

12,940

12,150

11,400

10,560

Net revenue

retention rate

107%

104%

108%

107%

109%

111%

113%

111%

Number of Core Customers

We believe core customers is a key indicator of our market penetration, growth, and potential future revenue. The small and mid-market customer segments have been and remain our primary target market segments for marketing and selling our solutions. We use core customers as a metric to focus our customer count reporting on our primary target market segment. As of March 31, 2021 and December 31, 2020, we had approximately 15,580 and 14,890 core customers, respectively.

We define a core customer as:

•

a unique account identifier in our primary U.S. billing systems (multiple companies or divisions within a single consolidated enterprise that each have a separate unique account identifier are each treated as separate customers);

•

that is active as of the measurement date; and

•

for which we have recognized, as of the measurement date, greater than $3,000 in total revenue during the previous twelve months.

Currently, our core customer count includes only customers with unique account identifiers in our primary U.S. billing systems and does not include customers that subscribe to our solutions through our international subsidiaries and certain legacy and acquired billing systems that have not yet been integrated into our primary U.S. billing systems (e.g., recent acquisitions and our lodging tax compliance solution). As we increase our international operations and sales in future periods, we may add customers billed from our international subsidiaries to the core customer metric.

We also have a substantial number of customers of various sizes that do not meet the revenue threshold to be considered a core customer. Many of these customers are in the emerging and small business segment of the marketplace, which represents strategic value and a growth opportunity for us. Customers who do not meet the revenue threshold to be considered a core customer provide us with market share and awareness, and we anticipate that some may grow into core customers. In addition, we have larger customers that are early in their adoption or only utilize our services for small segments of their business, providing opportunities over time for us to extend our relationship and make them core customers.

In addition to customers with whom we have a direct relationship, some of our customers are business application publishers (including ecommerce platforms) that include automated tax determination powered by Avalara. While those platform providers may be core customers to Avalara, their end-user customers generally are not.

Net Revenue Retention Rate

We believe that our net revenue retention rate provides insight into our ability to retain and grow revenue from our customers, as well as their potential long-term value to us. We also believe it reflects the stability of our revenue base, which is one of our core competitive strengths. We calculate our net revenue retention rate by dividing (a) total revenue in the current quarter from any billing accounts that generated revenue during the corresponding quarter of the prior year by (b) total revenue in such corresponding quarter from those same billing accounts. This calculation includes changes during the period for such billing accounts, such as additional solutions purchased, changes in pricing and transaction volume, and terminations, but does not reflect revenue for new billing accounts added during the one-year period.

Currently, our net revenue retention rate includes only customers with unique account identifiers in our primary U.S. billing systems and does not include customers who subscribe to our solutions through our international subsidiaries or certain legacy billing systems that have not been integrated into our primary U.S. billing systems. Our SST solution is not included in net revenue retention rate. This means that revenue expansion from existing customers adopting our SST solution is not included, while revenue contraction from customers replacing one or more of Avalara’s other solutions with SST is included. Our net revenue retention rate was 107% for the quarter ended March 31, 2021 and on average has been 106% over the last four quarters ended March 31, 2021.

Key Components of Consolidated Statements of Operations

Revenue

We generate revenue from two primary sources: (1) subscription and returns; and (2) professional services. Subscription and returns revenue are driven primarily by the acquisition of customers, customer renewals, and additional service offerings purchased by existing customers. Revenue from subscription and returns comprised approximately 91% of our revenue for the three months ended March 31, 2021 and 95% of our revenue for the three months ended March 31, 2020.

Subscription and Returns Revenue. Subscription and returns revenue primarily consist of fees paid by customers to use our solutions. Subscription plan customers select a price plan that includes an allotted maximum number of transactions over the subscription term. Unused transactions are not carried over to the customer’s next subscription term, and our customers are not entitled to any refund of fees paid or relief from fees due if they do not use the allotted number of transactions. If a subscription plan customer exceeds the selected maximum transaction level, we will generally upgrade the customer to a higher tier or, in some cases, charge overage fees on a per transaction or return basis. Customers purchase tax return preparation on a subscription basis for an allotted number of returns. Fees paid for subscription services to tax content vary depending on the volume of tax information accessible to the customer.

Our standard subscription contracts are generally non-cancelable after the first 60 days of the contract term. Cancellations under our standard subscription contracts are not material, and do not have a significant impact on revenue recognized. We generally invoice our subscription customers for the initial term at contract signing and upon renewal. Our initial terms generally range from twelve to eighteen months, and renewal periods are typically one year. Amounts that have been invoiced are initially recorded as deferred revenue or contract liabilities. Subscription revenue is recognized on a straight-line basis over the service term of the arrangement beginning on the date that our solution is made available to the customer and ending at the expiration of the subscription term.

Currently a small component of our total revenue, we offer SST services to businesses that are registered to participate in the program. We earn a fee (SST revenue) from participating state and local governments based on a percentage of the sales tax reported and paid, and as a result, we generally provide SST services at no cost to the seller. During the first quarter of 2021, we renewed our agreement with the SST Governing Board to provide SST services at a lower percentage rate than we previously earned.

Subscription and returns revenue also include interest income generated on funds held for customers. In order to provide tax remittance services to customers, we hold funds from customers in advance of remittance to tax authorities. These funds are held in trust accounts at FDIC-insured institutions. Prior to remittance, we earn interest on these funds.

Professional Services. We generate professional services revenue from providing tax analysis and services, including tax registrations, voluntary disclosure agreements, nexus studies, and backfiling services. We also provide configurations, data migrations, integration, and training, for our subscriptions and returns products. Our 2020 acquisitions of TTR and Business Licenses expanded the scope of professional services we offer to include business licenses and registration services and tax refund claims and recovery assistance. We bill for service arrangements on a fixed fee, milestone, or time and materials basis, and we recognize the transaction price allocated to professional services performance obligations as revenue as services are performed and are collectable under the terms of the associated contracts.

Costs and Expenses

Cost of Revenue. Cost of revenue consists of costs related to providing the Avalara Compliance Cloud and supporting our customers and includes employee-related expenses, including salaries, benefits, bonuses, and stock-based compensation and the amortization of capitalized software development costs. In addition, cost of revenue includes direct costs associated with information technology, such as data center and software hosting costs, tax content maintenance, and certain services provided by third parties. Cost of revenue also includes allocated costs for certain information technology and facility expenses, along with depreciation of equipment and amortization of intangibles such as acquired technology from acquisitions. We plan to continue to significantly expand our infrastructure and personnel to support our future growth, including through acquisitions, which we expect to result in higher cost of revenue in absolute dollars.

Research and Development. Research and development expenses consist primarily of employee-related expenses for our research and development staff, including salaries, benefits, bonuses, and stock-based compensation, and the cost of third-party developers. Research and development costs, other than software development expenses qualifying for capitalization, are expensed as incurred. Capitalized software development costs consist primarily of employee-related costs, and are amortized as cost of subscription and returns revenue. Research and development expenses also include allocated costs for certain information technology and facility expenses, along with depreciation of equipment.

We devote substantial resources to enhancing and maintaining the Avalara Compliance Cloud, developing new and enhancing existing solutions, conducting quality assurance testing, and improving our core technology. We expect research and development expenses to increase in absolute dollars.

Sales and Marketing. Sales and marketing expenses consist primarily of employee-related expenses for our sales and marketing staff, including salaries, benefits, bonuses, sales commissions, and stock-based compensation, integration and referral partner commissions, costs of marketing and promotional events, corporate communications, online marketing, solution marketing, and other

brand-building activities. As a result of the current COVID-19 pandemic, we have suspended in-person promotional and customer events and have converted many of these activities to virtual events, which has temporarily reduced these types of marketing expenses. We expect to resume in-person marketing activities when conditions allow. Sales and marketing expenses include allocated costs for certain information technology and facility expenses, along with depreciation of equipment and amortization of intangibles such as customer relationships, customer lists, and backlog from acquisitions.

We defer the portion of sales commissions that is considered a cost of obtaining a new contract with a customer in accordance with the revenue recognition standard and amortize these deferred costs over the period of benefit, currently six years. We expense the remaining sales commissions as incurred. Sales commissions are earned when a sales order is completed. For most sales orders, deferred revenue is recorded when a sales order is invoiced, and the related revenue is recognized ratably over the subscription term. The rates at which sales commissions are earned varies depending on a variety of factors, including the nature of the sale (new, renewal, or add-on service offering), the type of service or solution sold, and the sales channel. At the beginning of each year we set group and individual sales targets for the full year. Sales commissions are generally earned based on achievement against these targets.

We defer the portion of partner commissions costs that are considered a cost of obtaining a contract with a customer in accordance with the revenue recognition standard and amortize these deferred costs over the period of benefit. The period of benefit is separately determined for each partner and is either six years or corresponds with the contract term. We expense the remaining partner commissions costs as incurred. Our partner commission expense has historically been, and will continue to be, impacted by many factors, including the proportion of new and renewal sales, the nature of the partner relationship, and the sales mix among partners during the period. In general, integration partners are paid a higher commission for the initial sale to a new customer and a lower commission for renewal sales. Additionally, we have several types of partners (e.g., integration and referral) that each earn different commission rates.

We intend to continue to invest in sales and marketing and expect spending in these areas to increase in absolute dollars as we continue to expand our business. We expect sales and marketing expenses to continue to be among the most significant components of our operating expenses.

General and Administrative. General and administrative expenses consist primarily of employee-related expenses for administrative, finance, information technology, legal, and human resources staff, including salaries, benefits, bonuses, and stock-based compensation, professional fees, insurance premiums, and other corporate expenses that are not allocated to the above expense categories. General and administrative expenses include amortization of intangibles such as tradenames and noncompetition agreements from acquisitions.

We expect our general and administrative expenses to increase in absolute dollars as we continue to expand our operations, hire additional personnel, evaluate and integrate acquisitions, and incur costs as a public company. Specifically, we expect to continue to incur increased expenses related to accounting, tax and auditing activities, legal, insurance, acquisition evaluation and execution, SEC compliance, and internal control compliance.

Total Other (Income) Expense, Net

Total other (income) expense, net consists of interest income on cash and cash equivalents, quarterly remeasurement of contingent consideration for acquisitions accounted for as business combinations, foreign currency gains and losses, and other nonoperating gains and losses.

Results of Operations

The following sets forth our results of operations for the periods presented and as a percentage of our total revenue for those periods. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.

The comparability of periods covered by our financial statements is impacted by acquisitions. In the fourth quarter of 2020, we acquired the outstanding equity of TTR, substantially all the assets of Business Licenses, and the outstanding equity of Impendulo.


	For the Three Months Ended March 31,
	2021			2020
	(in thousands)
Revenue:
Subscription and returns	$	139,318		$	105,546
Professional services		14,283			5,897
Total revenue		153,601			111,443
Cost of revenue:
Subscription and returns		38,163			29,517
Professional services		6,508			4,737
Total cost of revenue⁽¹⁾		44,671			34,254
Gross profit		108,930			77,189
Operating expenses:
Research and development⁽¹⁾		39,156			25,847
Sales and marketing⁽¹⁾		64,304			49,634
General and administrative⁽¹⁾		30,851			21,388
Total operating expenses		134,311			96,869
Operating loss		(25,381	)		(19,680	)
Other (income) expense, net		2,250			(4,814	)
Loss before income taxes		(27,631	)		(14,866	)
Provision for income taxes		2,357			417
Net loss	$	(29,988	)	$	(15,283	)

(1) The stock-based compensation expense included above was as follows:

	For the Three Months Ended March 31,
	2021			2020
	(in thousands)
Cost of revenue	$	2,207		$	1,196
Research and development		5,286			2,394
Sales and marketing		4,266			2,815
General and administrative		7,018			3,326
Total stock-based compensation	$	18,777		$	9,731

The amortization of acquired intangibles included above was as follows:

	For the Three Months Ended March 31,
	2021			2020
	(in thousands)
Cost of revenue	$	2,020		$	1,230
Research and development		—			—
Sales and marketing		1,540			607
General and administrative		861			4
Total amortization of acquired intangibles	$	4,421		$	1,841

The following sets forth our results of operations for the periods presented as a percentage of our total revenue for those periods:

	For the Three Months Ended March 31,
	2021			2020

Revenue:
Subscription and returns		91	%		95	%
Professional services		9	%		5	%
Total revenue		100	%		100	%
Cost of revenue:
Subscription and returns		25	%		26	%
Professional services		4	%		4	%
Total cost of revenue		29	%		31	%
Gross profit		71	%		69	%
Operating expenses:
Research and development		25	%		23	%
Sales and marketing		42	%		45	%
General and administrative		20	%		19	%
Total operating expenses		87	%		87	%
Operating loss		(17	)%		(18	)%
Other (income) expense, net		1	%		(4	)%
Loss before income taxes		(18	)%		(14	)%
Provision for income taxes		2	%		0	%
Net loss		(20	)%		(14	)%

Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020

Revenue

	For the Three Months Ended March 31,				Change
	2021		2020		Amount		Percentage
	(dollars in thousands)
Revenue:
Subscription and returns	$	139,318	$	105,546	$	33,772		32	%
Professional services		14,283		5,897		8,386		142	%
Total revenue	$	153,601	$	111,443	$	42,158		38	%

Total revenue for the three months ended March 31, 2021 increased by $42.2 million, or 38%, compared to the three months ended March 31, 2020. Subscription and returns revenue for the three months ended March 31, 2021 increased by $33.8 million, or 32%, compared to the three months ended March 31, 2020. Professional services revenue for the three months ended March 31, 2021 increased by $8.4 million, or 142%, compared to the three months ended March 31, 2020.

Growth in total revenue was due primarily to increased demand for our services from new and existing customers. The increase in total revenue for the three months ended March 31, 2021 compared to the same period in 2020, was due primarily to $14.7 million from new U.S. customers, $10.6 million from 2020 acquisitions, $8.0 million from existing U.S. customers, $5.9 million from SST revenue growth, and $3.3 million from revenue growth in our international operations, partially offset by $0.4 million lower interest earned on funds held from customers. Excluding 2020 acquisitions, total revenue for the three months ended March 31, 2021 increased by $31.6 million, or 28%, compared to the three months ended March 31, 2020. Of the growth from 2020 acquisitions, $5.6 million was generated from subscriptions and returns and $5.0 million from professional services. Despite lower transaction fees for the three months ended March 31, 2021, SST revenue increased from the prior period due to higher transaction volume.

Cost of Revenue

	For the Three Months Ended March 31,				Change
	2021		2020		Amount		Percentage
	(dollars in thousands)
Cost of revenue
Subscription and returns	$	38,163	$	29,517	$	8,646		29	%
Professional services		6,508		4,737		1,771		37	%
Total cost of revenue	$	44,671	$	34,254	$	10,417		30	%

Cost of revenue for the three months ended March 31, 2021 increased by $10.4 million, or 30%, compared to the three months ended March 31, 2020. The increase in cost of revenue was due primarily to an increase of $9.6 million in employee-related costs from higher headcount, an increase of $0.8 million in amortization expense, an increase of $0.5 million in depreciation expense, and an increase of $0.5 million in allocated overhead cost, partially offset by a $0.7 million decrease in software hosting costs.

Cost of revenue headcount increased approximately 32% from the first quarter of 2020 to the first quarter of 2021. Excluding the impact of 2020 acquisitions, cost of revenue headcount increased approximately 18% due to our continued growth to support our solutions. Employee-related costs increased due primarily to a $7.4 million increase in salaries and benefits (including $3.4 million from 2020 acquisitions), $1.1 million increase in compensation expense related to our bonus plans, a $1.0 million increase in stock-based compensation expense, and a $0.6 million increase in contract and temporary employee costs, partially offset by a $0.5 million decrease in travel costs.

Amortization expense increased due primarily to acquired intangible assets from our 2020 acquisitions of TTR and Business Licenses. Depreciation expense increased due primarily to an increase in capitalized software costs for projects placed into service in 2020. Allocated overhead consists primarily of facility expenses and shared information technology expenses. Shared information technology expenses are higher compared to the prior period due primarily to higher headcount throughout our operations. Software hosting costs decreased due primarily to volume commitment and usage credits that benefited the current period’s expense. While these credits have a near term effect of modestly reducing our software hosting costs when compared to prior periods, we still expect software hosting costs to increase in absolute dollars as our usage continues to increase.

Gross Profit

	For the Three Months Ended March 31,						Change
	2021			2020			Amount		Percentage
	(dollars in thousands)
Gross profit
Subscription and returns	$	101,155		$	76,029		$	25,126		33	%
Professional services		7,775			1,160			6,615		570	%
Total gross profit	$	108,930		$	77,189		$	31,741		41	%
Gross margin
Subscription and returns		73	%		72	%
Professional services		54	%		20	%
Total gross margin		71	%		69	%

Total gross profit for the three months ended March 31, 2021 increased by $31.7 million, or 41% compared to the three months ended March 31, 2020. Total gross margin was 71% for the three months ended March 31, 2021 compared to 69% for the same period of 2020. This increase in gross margin was due primarily to continued process automation for service offerings in our European operations, and to a lesser extent, improved service delivery and efficiency in U.S. professional services and a temporary decline in software hosting costs.

Research and Development

	For the Three Months Ended March 31,				Change
	2021		2020		Amount		Percentage
	(dollars in thousands)
Research and development	$	39,156	$	25,847	$	13,309		51	%

Research and development expenses for the three months ended March 31, 2021 increased by $13.3 million, or 51%, compared to the three months ended March 31, 2020. The increase was due primarily to an increase of $11.2 million in employee-related costs from higher headcount, and an increase of $2.1 million in third-party purchased software costs.

Research and development headcount increased approximately 46% from the first quarter of 2020 to the first quarter of 2021. Excluding the impact of 2020 acquisitions, research and development headcount increased approximately 37%. Employee-related costs increased due primarily to a $7.0 million increase in salaries and benefits (including $1.4 million from 2020 acquisitions), a $2.9 million increase in stock-based compensation expense, including $0.5 million of new PSU grants for executives, and a $1.6 million increase in compensation expense related to our bonus plans, partially offset by a $0.4 million decrease in travel costs.

Software costs increased due primarily to additional investment in software hosting costs and information technology security and reporting tools for product analysis, development, and testing activities.

Sales and Marketing

	For the Three Months Ended March 31,				Change
	2021		2020		Amount		Percentage
	(dollars in thousands)
Sales and marketing	$	64,304	$	49,634	$	14,670		30	%

Sales and marketing expenses for the three months ended March 31, 2021 increased by $14.7 million, or 30%, compared to the three months ended March 31, 2020. The increase was due primarily to an increase of $8.8 million in employee-related costs, an increase of $1.8 million in marketing campaign expenses, an increase of $1.5 million for partner commission expense, an increase of $1.0 million in amortization expense, an increase of $0.7 million in outside professional service expenses, and an increase of $0.7 million in allocated overhead cost.

Sales and marketing headcount increased approximately 31% from the first quarter of 2020 to the first quarter of 2021. Excluding the impact of 2020 acquisitions, sales and marketing headcount increased approximately 25%. Employee-related costs increased due primarily to a $6.3 million increase in salaries and benefits (including $1.1 million from 2020 acquisitions), a $2.1 million increase in sales commission expense, a $1.5 million increase in stock-based compensation expense, a $1.2 million increase in contract and temporary employee costs, and a $0.7 million increase in compensation expense related to our bonus plans, partially offset by a $2.9 million decrease in travel costs. Travel costs decreased due primarily to cancelling all in-person customer activities and events beginning in March of 2020 because of the COVID-19 pandemic.

Marketing campaign expenses increased due primarily to increased spending on brand awareness, online advertising, and outbound direct mail advertising. Partner commission expense increased due primarily to higher revenues. Amortization expense increased due primarily to acquired intangible assets from our 2020 acquisition of TTR and Business Licenses. Outside professional services expenses increased due primarily to increased third-party consulting services to improve the customer experience during onboarding, to develop prospective customer data, and to produce brand recognition and positioning studies.

General and Administrative

	For the Three Months Ended March 31,				Change
	2021		2020		Amount		Percentage
	(dollars in thousands)
General and administrative	$	30,851	$	21,388	$	9,463		44	%

General and administrative expenses for the three months ended March 31, 2021 increased by $9.5 million, or 44%, compared to the three months ended March 31, 2020. The increase was due primarily to an increase of $7.7 million in employee-related costs, an increase of $0.9 million in amortization expense, an increase of $0.5 million in outside professional services expense, an increase of $0.4 million in insurance, and an increase of $0.4 million in third-party purchased software costs, partially offset by a $0.7 million expense to settle a contract dispute in the first quarter of 2020 and a decrease of $0.5 million in non-income tax expense.

General and administrative headcount increased approximately 31% from the first quarter of 2020 to the first quarter of 2021. Excluding the impact of 2020 acquisitions, general and administrative headcount increased approximately 23%. Employee-related costs increased due primarily to a $3.4 million increase in salaries and benefits (including $1.0 million from 2020 acquisitions), a $3.7 million increase in stock-based compensation expense, including $2.3 million of new PSU grants for executives, $1.0 million increase in compensation expense related to our bonus plans, and a $0.2 million increase in contract and temporary employee costs, partially offset by $0.6 million decrease in travel costs.

Amortization increased due to acquired intangibles from our 2020 acquisitions of TTR and Business Licenses. Outside professional services expenses increased due primarily to increased investment in employee engagement, principally satisfaction surveys, support services, and training programs and acquisition related costs. Insurance expenses increased due to higher insurance premiums in the current year. Software costs increased due primarily to an increase in the number of licenses purchased and higher subscription fees for key financial and human resources information system applications. During the three months ended March 31, 2020, we agreed to settle a contract dispute, with no comparable costs in the current period. Non-income tax expense decreased due primarily to lower foreign indirect taxes.

Total Other (Income) Expense, Net

	For the Three Months Ended March 31,						Change
	2021			2020			Amount
	(dollars in thousands)
Other (income) expense, net
Interest income	$	(24	)	$	(1,442	)	$	1,418
Other (income) expense, net		2,274			(3,372	)		5,646
Total other (income) expense, net	$	2,250		$	(4,814	)	$	7,064

Total other expense for the three months ended March 31, 2021 was $2.3 million compared to other income of $4.8 million for the three months ended March 31, 2020. Interest income decreased due primarily to a decline in the interest rate earned on our cash and cash equivalents. Other (income) expense, net was $2.3 million other expense for the three months ended March 31, 2021 compared to $3.4 million other income for the three months ended March 31, 2020, due primarily to changes to our earnout liabilities. We estimate the fair value of earnout liabilities related to business combinations quarterly. During the three months ended March 31, 2021, the adjustments to fair value increased the carrying value of the earnout liability for our acquisitions of TTR and Business Licenses, resulting in other expense of $1.4 million. During the three-months ended March 31, 2020, the adjustments to fair value decreased the carrying value of the earnout liability for our acquisition of Portway, resulting in other income of $2.5 million. The fair value of the Portway acquisition earnout liability decreased at March 31, 2020 due primarily to a reduction in the revenue projections used to estimate the fair value of the earnout to reflect a decrease in anticipated cross-border transactions as a result of the economic disruption caused by the onset of the COVID-19 pandemic.

Provision for Income Taxes

	For the Three Months Ended March 31,				Change
	2021		2020		Amount
	(dollars in thousands)
Provision for income taxes	$	2,357	$	417	$	1,940

The provision for income taxes for the three months ended March 31, 2021 was $2.4 million compared to a provision for income taxes of $0.4 million for the three months ended March 31, 2020. The effective income tax rate was an expense of 8.5% for the three months ended March 31, 2021 compared to an expense of 2.8% for the three months ended March 31, 2020. The effective tax rate in both quarters differs from the U.S. Federal statutory rate due primarily to providing a valuation allowance on deferred tax assets. The increase in tax expense and increase in the effective rate is due primarily to measurement period adjustments related to the 2020 acquisition of TTR recorded during the three months ended March 31, 2021 (see Note 5 in the Notes to Consolidated Financial Statements).

We have assessed our ability to realize our deferred tax assets and have recorded a valuation allowance against such assets to the extent that, based on the weight of all available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized. In assessing the likelihood of future realization of our deferred tax assets, we placed significant weight on our history of generating tax losses in the U.S., U.K., and Brazil, including in 2021. As a result, we have a full valuation allowance against our net deferred tax assets, including net operating loss carryforwards and research and development tax credits. We expect to maintain a full valuation allowance for the foreseeable future.

Liquidity and Capital Resources

We require cash to fund our operations, including outlays for infrastructure growth, acquisitions, geographic expansion, expanding our sales and marketing activities, research and development efforts, and working capital for our growth. We have financed our operations primarily through cash received from customers for our solutions and public offerings of our common stock. As of March 31, 2021, we had $638.8 million of cash and cash equivalents, most of which was held in money market accounts.

On April 1, 2021, we acquired the outstanding equity of Inposia for €30 million (approximately $35.2 million using the exchange rate on April 1, 2021) subject to certain purchase price adjustments and closing conditions. In connection with this agreement, we previously paid to Inposia shareholders a $2.4 million deposit in the fourth quarter of 2020. On April 20, 2021, we acquired substantially all the assets of Davo for aggregate cash consideration of approximately $26.2 million.

Borrowings

As of March 31, 2021, we had no credit facilities or borrowings outstanding.

Future Cash Requirements

As of March 31, 2021, our cash and cash equivalents included proceeds from our previous public offerings of common stock. We intend to continue to increase our operating expenses and capital expenditures to support the growth in our business and operations. We expect to also use our cash and cash equivalents to acquire complementary businesses, products, services, technologies, or other assets. We believe that our existing cash and cash equivalents of $638.8 million as of March 31, 2021 will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our financial position and liquidity are, and will be, influenced by a variety of factors, including our growth rate, the timing and extent of spending to support research and development efforts, the continued expansion of sales and marketing spending, the introduction of new and enhanced solutions, the cash paid for any acquisitions, and the continued market acceptance of our solutions.

The following table shows our cash flows from operating activities, investing activities, and financing activities for the stated periods:

	For the Three Months Ended March 31,
	2021			2020
	(in thousands)
Cash provided by (used in):
Operating Activities	$	(28,247	)	$	(24,471	)
Investing Activities		(5,844	)		(1,600	)
Financing Activities		13,554			13,734

Operating Activities

Our largest source of operating cash is cash collections from our customers for subscriptions and returns services. Our primary uses of cash from operating activities are for employee-related expenditures, commissions paid to our partners, marketing expenses, technology costs such as software hosting costs, and facilities expenses. Cash used in operating activities is comprised of our net loss adjusted for certain non-cash items, including stock-based compensation, depreciation and amortization, other non-cash income and expense items, and net changes in operating assets and liabilities.

For the three months ended March 31, 2021, net cash used in operating activities was $28.2 million compared to net cash used of $24.5 million for the three months ended March 31, 2020. The increase in cash used in operations of $3.8 million was due primarily to the timing of cash payments from a large international customer that was slow to pay during the three months ended March 31, 2021 compared to the prior period. In April 2021, this customer resumed timely payment of amounts owed.

Investing Activities

Our investing activities primarily include cash outflows related to purchases of property and equipment, additions of capitalized software, and from time to-time, the cash paid for asset and business acquisitions.

For the three months ended March 31, 2021, cash used in investing activities was $5.8 million, compared to cash used of $1.6 million for the three months ended March 31, 2020. The increase in cash used in investing activities of $4.2 million was due primarily to an increase in cash paid for acquisitions of businesses of $2.2 million, an increase in additions of capitalized software of $1.6 million, and an increase in capital expenditures of $0.5 million. In the first quarter of 2021, we paid $1.5 million of additional purchase price to finalize net working capital and other adjustments related to the 2020 acquisitions of TTR and Impendulo and a $0.2 million deposit for the acquisition of Davo that closed in the second quarter of 2021.

Financing Activities

Our financing activities primarily include cash inflows and outflows from issuance and repurchases of capital stock, our employee stock purchase plan, deferred cash payments made in connections with acquisitions of businesses, and changes in customer fund obligations.

For the three months ended March 31, 2021, cash provided by financing activities was $13.6 million compared to cash provided of $13.7 million for the three months ended March 31, 2020. This decrease in cash provided by financing activities of $0.1 million was due primarily to a $2.4 million decrease in cash proceeds from exercise of stock options, a $2.0 million increase in deferred cash payments related to business combinations, a $0.6 million increase in deferred cash payments related to asset acquisition earnouts, and a $3.6 million increase in customer fund obligations in the first quarter of 2021 compared to a $3.9 million increase in customer fund obligations in the prior period, partially offset by a $3.8 million decrease in deferred cash payments related to business combination earnouts and a $1.4 million increase in cash proceeds from common stock purchased under our employee stock purchase plan.

Funds Held from Customers and Customer Fund Obligations

We maintain trust accounts with FDIC-insured financial institutions, which allows our customers to outsource their tax remittance functions to us. We have legal ownership over the accounts utilized for this purpose. Funds held from customers are not commingled with our operating funds but are typically deposited with funds also held on behalf of our other customers. Funds held from customers represents restricted cash equivalents that, based upon our intent, are restricted solely for satisfying the obligations to remit funds relating to our tax remittance services. Changes in customer funds assets account that relate to activities paying for the trust operations, such as banking fees, are included as cash flows from operating activities.

Customer funds obligations represent our contractual obligations to remit collected funds to satisfy customer tax payments. Customer funds obligations are reported as a current liability on the consolidated balance sheets, as the obligations are expected to be settled within one year. Changes in customer funds obligations liability are presented as cash flows from financing activities.

Contractual Obligations and Commitments

During the three months ended March 31, 2021, our purchase commitments increased approximately $20 million compared to December 31, 2020, primarily related to software hosting and software license subscriptions that extend up to three years beyond March 31, 2021. There were no other material changes to our contractual obligations as of March 31, 2021 compared to December 31, 2020.

Use and Reconciliation of Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we have disclosed non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP research and development expense, non-GAAP sales and marketing expense, non-GAAP general and administrative expense, non-GAAP operating income (loss), non-GAAP net income (loss), free cash flow, and calculated billings, which are all non-GAAP financial measures. We have provided tabular reconciliations of each non-GAAP financial measure to its most directly comparable GAAP financial measure.

•

We calculate non-GAAP cost of revenue, non-GAAP research and development expense, non-GAAP sales and marketing expense, and non-GAAP general and administrative expense as GAAP cost of revenue, GAAP research and development expense, GAAP sales and marketing expense, and GAAP general and administrative expense before stock-based compensation expense and the amortization of acquired intangible assets included in each of the expense categories.

•

We calculate non-GAAP gross profit as GAAP gross profit before the stock-based compensation expense and amortization of acquired intangibles included in cost of revenue. We calculate non-GAAP gross margin as GAAP gross margin before the impact of stock-based compensation expense and the amortization of acquired intangibles included in cost of revenue as a percentage of revenue.

•

We calculate non-GAAP operating loss as GAAP operating loss before the stock-based compensation expense, amortization of acquired intangibles, and goodwill impairments. We calculate non-GAAP net loss as GAAP net loss before the stock-based compensation expense, amortization of acquired intangibles, and goodwill impairments.

•

We define free cash flow as net cash used in operating activities less cash used for the purchases of property and equipment and capitalized software development costs.

•

We define calculated billings as total revenue plus the changes in deferred revenue and contract liabilities in the period, excluding the acquisition date impact of deferred revenue and contract liabilities assumed in a business combination. Because we generally recognize subscription revenue ratably over the subscription term, calculated billings can be used to measure our subscription sales activity for a particular period, to compare subscription sales activity across particular periods, and as a potential indicator of future subscription revenue, the actual timing of which will be affected by several factors, including subscription start date and duration.

Management uses these non-GAAP financial measures to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, and to evaluate financial performance and liquidity. We believe that non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our results, prospects, and liquidity period-over-period without the impact of certain items that do not directly correlate to our performance and that may vary significantly from period to period for reasons unrelated to our operating performance, as well as when comparing our financial results to those of other companies.

Our definitions of these non-GAAP financial measures may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar metrics. Thus, our non-GAAP financial measures should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with GAAP.

We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view non-GAAP financial measures in conjunction with the related GAAP financial measure.

The following schedules reflect our non-GAAP financial measures and reconcile our non-GAAP financial measures to the related GAAP financial measures:

	For the Three Months Ended March 31,
	2021			2020


Reconciliation of Non-GAAP Cost of Revenue:
Cost of revenue	$	44,671		$	34,254
Stock-based compensation expense		(2,207	)		(1,196	)
Amortization of acquired intangibles		(2,020	)		(1,230	)
Non-GAAP Cost of Revenue	$	40,444		$	31,828

Reconciliation of Non-GAAP Gross Profit:
Gross Profit	$	108,930		$	77,189
Stock-based compensation expense		2,207			1,196
Amortization of acquired intangibles		2,020			1,230
Non-GAAP Gross Profit	$	113,157		$	79,615

Reconciliation of Non-GAAP Gross Margin:
Gross margin		71	%		69	%
Stock-based compensation expense as a percentage of revenue		1	%		1	%
Amortization of acquired intangibles as a percentage of revenue		1	%		1	%
Non-GAAP Gross Margin		74	%		71	%

Reconciliation of Non-GAAP Research and Development Expense:
Research and development	$	39,156		$	25,847
Stock-based compensation expense		(5,286	)		(2,394	)
Amortization of acquired intangibles		—			—
Non-GAAP Research and Development Expense	$	33,870		$	23,453

Reconciliation of Non-GAAP Sales and Marketing Expense:
Sales and marketing	$	64,304		$	49,634
Stock-based compensation expense		(4,266	)		(2,815	)
Amortization of acquired intangibles		(1,540	)		(607	)
Non-GAAP Sales and Marketing Expense	$	58,498		$	46,212

Reconciliation of Non-GAAP General and Administrative Expense:
General and administrative	$	30,851		$	21,388
Stock-based compensation expense		(7,018	)		(3,326	)
Amortization of acquired intangibles		(861	)		(4	)
Non-GAAP General and Administrative Expense	$	22,972		$	18,058

Reconciliation of Non-GAAP Operating Loss:
Operating loss	$	(25,381	)	$	(19,680	)
Stock-based compensation expense		18,777			9,731
Amortization of acquired intangibles		4,421			1,841
Non-GAAP Operating Loss	$	(2,183	)	$	(8,108	)

Reconciliation of Non-GAAP Net Loss:
Net loss	$	(29,988	)	$	(15,283	)
Stock-based compensation expense		18,777			9,731
Amortization of acquired intangibles		4,421			1,841
Non-GAAP Net Loss	$	(6,790	)	$	(3,711	)

Free cash flow:
Net cash used in operating activities⁽¹⁾	$	(28,247	)	$	(24,471	)
Less: Purchases of property and equipment⁽²⁾		(1,366	)		(883	)
Less: Capitalized software development costs⁽²⁾		(2,311	)		(717	)
Free cash flow	$	(31,924	)	$	(26,071	)

⁽¹⁾We have presented corrected net cash used in operating activities for the three months ended March 31, 2020. The correction to net cash used in operating activities resulted in a change of $0.2 million for the three months ended March 31, 2020.

⁽²⁾Capitalized software development costs were previously included in purchases of property and equipment and does not impact previously reported free cash flow.

The following table reflects calculated billings and reconciles to GAAP revenues. In addition to the defined reconciling items for calculated billings, the fourth quarter of 2020 includes a one-time reconciling adjustment related to the impact of business combinations.

	Three Months Ended
	Mar 31, 2021			Dec 31, 2020			Sep 30, 2020			Jun 30, 2020			Mar 31, 2020			Dec 31, 2019			Sep 30, 2019			Jun 30, 2019
	(in thousands)
Total revenue	$	153,601		$	144,760		$	127,879		$	116,487		$	111,443		$	107,627		$	98,525		$	91,299
Add:
Deferred revenue (end of period)		225,531			209,690			180,640			167,719			165,369			161,241			148,466			138,811
Contract liabilities (end of period)		12,466			10,134			7,673			6,195			6,330			5,197			4,843			4,508
Less:
Deferred revenue (beginning of period)		(209,690	)		(180,640	)		(167,719	)		(165,369	)		(161,241	)		(148,466	)		(138,811	)		(132,714	)
Contract liabilities (beginning of period)		(10,134	)		(7,673	)		(6,195	)		(6,330	)		(5,197	)		(4,843	)		(4,508	)		(4,208	)
Deferred revenue assumed in business combinations		—			(9,194	)		—			—			—			—			—			—
Calculated billings	$	171,774		$	167,077		$	142,278		$	118,702		$	116,704		$	120,756		$	108,515		$	97,696

Critical Accounting Policies and Estimates

There have been no material updates or changes to our critical accounting policies and estimates compared to the critical accounting policies and estimates described in our 2020 Annual Report.

Recent Accounting Pronouncements

For further information on recent accounting pronouncements, refer to Note 2 in the consolidated financial statements contained within this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

We had cash and cash equivalents of $638.8 million and $673.6 million as of March 31, 2021 and December 31, 2020, respectively. We maintain our cash and cash equivalents in deposit accounts and money market funds with financial institutions. Due to the short-term nature of these instruments, we believe that we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. Declines in interest rates, however, would reduce future interest income.

At March 31, 2021, we had no credit facilities in place and had no borrowings outstanding. Any debt we incur in the future may bear interest at variable rates and may expose us to risk related to changes in interest rates.

Foreign Currency Exchange Risk

Our revenue and expenses are primarily denominated in U.S. dollars. For our foreign operations, the majority of our revenues and expenses are denominated in other currencies, such as the Brazilian Real, British Pound, Euro, and Indian Rupee. Decreases in the relative value of the U.S. dollar as compared to these currencies may negatively affect our revenue and other operating results as expressed in U.S. dollars. For the three months ended March 31, 2021 and 2020, approximately 7% and 6% of our revenues, respectively, were generated in currencies other than U.S. dollars. We have experienced and will continue to experience fluctuations in our net loss as a result of transaction gains or losses related to revaluing certain current asset and current liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. We recognized immaterial amounts of foreign currency gains and losses in each of the periods presented. We have not engaged in the hedging of our foreign currency transactions to date. We may in the future hedge selected significant transactions denominated in currencies other than the U.S. dollar as we expand our international operations and our risk grows.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation (pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act as of March 31, 2021.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2021.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Management recognizes that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in other legal proceedings or be subject to claims arising in the ordinary course of our business. Regardless of the outcome of any existing or future litigation, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 1A. Risk Factors.

There have been no material changes to the Company’s Risk Factors as disclosed in our 2020 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There have been no recent sales of unregistered securities.

Item 6. Exhibits.

In reviewing the agreements included as exhibits to this Quarterly Report on Form 10-Q, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreement. The agreements may contain representations and warranties that the parties made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the applicable agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of such agreement. In addition, such representations and warranties: (i) may not be accurate or complete as of any specified date; (ii) are modified and qualified in important part by the underlying disclosure schedules; (iii) may be subject to a contractual standard of materiality different from those generally applicable to investors; or (iv) may have been used for the purpose of allocating risk among the parties to the applicable agreement, rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the applicable agreement, which subsequent information may or may not be fully reflected in Company’s public disclosures. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information.

Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated October 5, 2020, by and among Avalara, Inc., Tannin Merger Sub, Inc., Transaction Tax Resources, Inc., and Northwest Cloud Co. LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K, filed October 6, 2020 (File No. 001-38525)).

2.2		Asset Purchase Agreement, dated November 5, 2020, by and among Avalara, Inc. and Business Licenses, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K, filed November 5, 2020 (File No. 001-38525)).

3.1		Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q, filed August 10, 2018 (File No. 001-38525)).

3.2		Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-Q, filed August 10, 2018 (File No. 001-38525)).

10.1*		Form of Performance Share Unit Award Notice and Performance Share Unit Agreement under 2018 Equity Incentive Plan.

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

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.

	AVALARA, INC.

Date: May 7, 2021	By:	/s/ Ross Tennenbaum
		Ross Tennenbaum
		Chief Financial Officer and Treasurer (Principal Financial Officer)